Common use of Letters of Credit Clause in Contracts

Letters of Credit. (a) Subject to and upon the terms and conditions set forth herein, (i) Letters of Credit may be issued on the Effective Date in order to backstop or replace existing letters of credit issued under facilities no longer available to the Borrowers as of the Effective Date and (ii) the Company (on behalf of the Borrowers) may request that an Issuing Lender issue, at any time and from time to time after the Effective Date and prior to the 30th day prior to the Final Maturity Date, for the joint and several account of the Borrowers and for the benefit of (A) any holder (or any trustee, agent or other similar representative for any such holders) of L/C Supportable Obligations, an irrevocable standby letter of credit, in a form customarily used by such Issuing Lender or in such other form as is reasonably acceptable to such Issuing Lender, and (B) sellers of goods to the Borrowers or any of their Subsidiaries, an irrevocable trade letter of credit, in a form customarily used by such Issuing Lender or in such other form as has been approved by such Issuing Lender (each such letter of credit, a “Letter of Credit” and, collectively, the “Letters of Credit”) (provided, that without limiting the joint and several nature of the Borrowers’ obligations in respect of the Letters of Credit, any particular Letter of Credit may name only one or more Borrowers as the account party therein). All Letters of Credit shall be issued on a sight basis only. The Borrowers, the other Credit Parties and the Lender hereby acknowledge and agree that all Existing Letters of Credit shall constitute Letters of Credit under this Agreement on and after the Effective Date with the same effect as if such Existing Letters of Credit were issued by Issuing Lender at the request of the Borrowers on the Effective Date.

Letters of Credit. On and after the Funding Date, (ax) each L/C Issuer, in reliance upon the commitments of the Dollar Revolving Lenders set forth herein, agrees (A) to issue Letters of Credit denominated in Dollars or in one or more Alternative Currencies, for the account of the Borrower (or for the account of any member of the Consolidated Group or BCV, but in such case the Borrower will remain obligated to reimburse the L/C Issuer for any and all drawings under such Letter of Credit, and the Borrower acknowledges that the issuance of Letters of Credit for the account of members of the Consolidated Group or BCV inures to the benefit of the Borrower, and the Borrower acknowledges that the Borrower’s business derives substantial benefits from the business of such members of the Consolidated Group and BCV) on any Business Day, (B) to amend or extend Letters of Credit previously issued hereunder, and (C) to honor drawings under Letters of Credit; and (y) the Dollar Revolving Lenders severally agree to purchase from the L/C Issuer a participation interest in Letters of Credit issued hereunder in an amount equal to such Dollar Revolving Lender’s Dollar Revolving Commitment Percentage thereof; provided that (A) the Outstanding Amount of L/C Obligations shall not exceed TWENTY MILLION DOLLARS ($20,000,000) (as such amount may be decreased in accordance with the provisions hereof, the “L/C Sublimit”), (B) with regard to the Dollar Revolving Lenders collectively, the Outstanding Amount of Dollar Revolving Obligations shall not exceed the Aggregate Dollar Revolving Committed Amount, (C) with regard to each Dollar Revolving Lender individually, such Dollar Revolving Lender’s Dollar Revolving Commitment Percentage of Dollar Revolving Obligations shall not exceed its respective Dollar Revolving Committed Amount and (D) the Outstanding Amount of L/C Obligations for the account of BCV shall not exceed $3,500,000. Subject to and upon the terms and conditions set forth hereof, the Borrower’s ability to obtain Letters of Credit shall be fully revolving, and accordingly the Borrower may obtain Letters of Credit to replace Letters of Credit that have expired or that have been drawn upon and reimbursed. Notwithstanding anything contained herein, (i) no Letters of Credit may be issued on used to support the Effective Date in order to backstop or replace existing letters of credit issued under facilities no longer available to the Borrowers as of the Effective Date and (ii) the Company (on behalf of the Borrowers) may request that an Issuing Lender issue, at any time and from time to time after the Effective Date and prior to the 30th day prior to the Final Maturity Date, for the joint and several account of the Borrowers and for the benefit of (A) any holder (or any trustee, agent or other similar representative for any such holders) of L/C Supportable Obligations, an irrevocable standby letter of credit, in a form customarily used by such Issuing Lender or in such other form as is reasonably acceptable to such Issuing Lender, and (B) sellers of goods to the Borrowers or any of their Subsidiaries, an irrevocable trade letter of credit, in a form customarily used by such Issuing Lender or in such other form as has been approved by such Issuing Lender (each such letter of credit, a “Letter of Credit” and, collectivelyIAC Dividend, the “Letters of Credit”) (provided, that without limiting the joint and several nature of the Borrowers’ obligations in respect of the Letters of CreditSpin-Off, any particular Letter of Credit may name only one transaction contemplated by the Spin-Off or more Borrowers as the account party therein)contemplated by Section 8.12. All Existing Letters of Credit shall be deemed to have been issued on a sight basis only. The Borrowerspursuant hereto, the other Credit Parties and the Lender hereby acknowledge and agree that all Existing Letters of Credit shall constitute Letters of Credit under this Agreement on from and after the Effective Funding Date with shall be subject to and governed by the same effect as if such Existing Letters of Credit were issued by Issuing Lender at the request of the Borrowers on the Effective Dateterms and conditions hereof.

Letters of Credit. (a) Subject to and upon the terms and conditions set forth herein, (i) each Issuing Bank agrees, in reliance upon the agreements of the other Banks set forth in Section 2.20, (A) from time to time on any Domestic Business Day during the period from the Amendment Effective Date until the Letter of Credit Expiration Date, to make L/C Credit Extensions either (i) for the account of the Borrower, its Consolidated Entities, its Members or members of its Consolidated Entities or (ii) in support of a letter of credit issued by the Borrower as a back-up confirmation or backup credit support of such letter of credit (“Back-Up Letter of Credit”), and to amend or extend Letters of Credit may be previously issued on by it, in accordance with Section 2.20(a)(i) and (ii), and (B) to honor drawings under the Effective Date in order to backstop or replace existing letters Letters of credit Credit issued under facilities no longer available to the Borrowers as of the Effective Date by it; and (ii) the Company (on behalf Banks severally agree to participate in Letters of the Borrowers) may request that an Issuing Lender issue, at any time and from time to time after the Effective Date and prior to the 30th day prior to the Final Maturity Date, Credit issued for the joint and several account of the Borrowers Borrower, its Consolidated Entities, its Members or members of its Consolidated Entities and for the benefit of (A) any holder (or any trustee, agent or other similar representative for any such holders) of L/C Supportable Obligations, an irrevocable standby letter of credit, in a form customarily used by such Issuing Lender or in such other form as is reasonably acceptable Borrowings thereunder; provided that after giving effect to such Issuing Lender, and (B) sellers of goods any L/C Credit Extension with respect to the Borrowers or any of their Subsidiaries, an irrevocable trade letter of credit, in a form customarily used by such Issuing Lender or in such other form as has been approved by such Issuing Lender (each such letter of credit, a “Letter of Credit” and, collectively(1) the sum of (x) the aggregate principal amount of Revolving Loans of any Bank, the “Letters of Credit”plus (y) (provided, that without limiting the joint and several nature such Bank’s Pro Rata Share of the Borrowers’ obligations in respect Outstanding Amount of all L/C Obligations shall not exceed such Bank’s Commitment, (2) the Letters Outstanding Amount of Credit, any particular all L/C Obligations shall not exceed the Letter of Credit may name only one Sublimit and (3) the Outstanding Amount of all L/C Obligations of each Initial Issuing Bank shall not exceed the Initial Issuing Bank Sublimit of such Initial Issuing Bank unless otherwise agreed by such Initial Issuing Bank. Each request by the Borrower for the issuance of, or more Borrowers as an amendment to increase the account party therein)amount of, any Letter of Credit shall be deemed to be a representation by the Borrower that the L/C Credit Extension so requested complies with the condition set forth in the proviso to the preceding sentence. All Within the foregoing limits, and subject to the terms and conditions hereof, the Borrower’s ability to obtain Letters of Credit shall be issued on a sight basis only. The Borrowersfully revolving, and accordingly the other Credit Parties and Borrower may, during the Lender hereby acknowledge and agree that all Existing foregoing period, obtain Letters of Credit shall constitute to replace Letters of Credit under this Agreement on that have expired or that have been drawn upon and after the Effective Date with the same effect as if such Existing Letters of Credit were issued by Issuing Lender at the request of the Borrowers on the Effective Datereimbursed.

Letters of Credit. (a) Subject to and upon the terms and conditions set forth hereinhereof, (i) Letters of Credit may be issued on the Effective Date in order to backstop or replace existing letters of credit issued under facilities no longer available to the Borrowers as of the Effective Date and (ii) the Company (on behalf of the Borrowers) Borrower may request that an Issuing Lender issueany Fronting Bank, at any time and from time to time after during the Effective Date Revolving Commitment Period, to issue, and prior subject to the 30th day prior terms and conditions contained herein, each Fronting Bank agrees, in reliance on the agreements of the other Lenders set forth in Section 2.5(e), to the Final Maturity Dateissue, for the joint and several account of the Borrowers and for the benefit of (A) any holder (Borrower, one or any trustee, agent or other similar representative for any such holders) of L/C Supportable Obligations, an irrevocable standby letter of credit, in a form customarily used by such Issuing Lender or in such other form as is reasonably acceptable to such Issuing Lender, and (B) sellers of goods to the Borrowers or any of their Subsidiaries, an irrevocable trade letter of credit, in a form customarily used by such Issuing Lender or in such other form as has been approved by such Issuing Lender (each such letter of credit, a “Letter of Credit” and, collectively, the “more Letters of Credit”; provided that (i) (provided, that without limiting the joint and several nature of the Borrowers’ obligations in respect of the Letters of Credit, any particular no Letter of Credit may name only one or more Borrowers as the account party therein). All Letters of Credit shall be issued on if after giving effect to such issuance, (A) the Letter of Credit Outstandings would exceed the L/C Commitment, (B) the Aggregate Revolving Outstandings would exceed the Total Revolving Commitment, (C) any Lender is at such time a sight basis only. The BorrowersDefaulting Lender, unless the applicable Fronting Bank has received (as set forth in Section 2.5(g) below) Cash Collateral or similar security satisfactory to such Fronting Bank (in its sole discretion) from either such Defaulting Lender or the Borrower, such Defaulting Lender’s Revolving Commitment Percentage of the Letter of Credit Outstandings has been reallocated pursuant to Section 2.5(g) below in respect of such Defaulting Lender’s obligation to fund under Section 2.5(f) or other arrangements have been entered into that are satisfactory to the Borrower and such Fronting Bank (in its sole discretion), or (D) the Letter of Credit Parties Outstandings for any particular Fronting Bank would exceed the Fronting Bank Sublimit of such Fronting Bank and the Lender hereby acknowledge and agree that all Existing Letters (ii) no Letter of Credit shall constitute Letters be issued if the applicable Fronting Bank shall have received notice from the Administrative Agent or the Required Lenders (and a copy of Credit under this Agreement on and after such notice shall be delivered to the Effective Date with Borrower) that the same effect as if conditions to such Existing Letters of Credit were issued by Issuing Lender at the request of the Borrowers on the Effective Dateissuance have not been met.

Letters of Credit. (a) The Letter of Credit Commitment. (i) Subject to Section 4.03 and upon all of the other terms and conditions set forth herein, (iA) each L/C Issuer agrees, in reliance upon the agreements of the other Revolving Credit Lenders set forth in this Section 2.03, (1) from time to time on any Business Day during the period from the Distribution Date to the date that is 30 days prior to the Letter of Credit Expiration Date, to issue Letters of Credit denominated in Dollars or an Alternative Currency for the account of the Borrower (provided, that any Letter of Credit may be issued on the Effective Date in order to backstop or replace existing letters of credit issued under facilities no longer available to the Borrowers as of the Effective Date and (ii) the Company (on behalf of the Borrowers) may request that an Issuing Lender issue, at any time and from time to time after the Effective Date and prior to the 30th day prior to the Final Maturity Date, for the joint and several account of the Borrowers and for the benefit of (Aany Subsidiary of the Borrower) any holder (and to amend or any trustee, agent or other similar representative for any such holders) renew Letters of L/C Supportable Obligations, an irrevocable standby letter of creditCredit previously issued by it, in a form customarily used by such Issuing Lender or in such other form as is reasonably acceptable accordance with Section 2.03(b), and (2) to such Issuing Lender, honor drafts under the Letters of Credit and (B) sellers the Revolving Credit Lenders severally agree to participate in Letters of goods Credit issued pursuant to the Borrowers or this Section 2.03; provided, that no L/C Issuer shall be obligated to make any of their Subsidiaries, an irrevocable trade letter of credit, in a form customarily used by such Issuing Lender or in such other form as has been approved by such Issuing Lender (each such letter of credit, a “L/C Credit Extension with respect to any Letter of Credit” and, collectively, the “Letters and no Lender shall be obligated to participate in any Letter of Credit”) (provided, that without limiting the joint and several nature if as of the Borrowers’ obligations date of such L/C Credit Extension, (x) the Revolving Credit Exposure of any Revolving Credit Lender would exceed such Lender’s Revolving Credit Commitment, (y) the Outstanding Amount of the L/C Obligations would exceed the Letter of Credit Sublimit or (z) the Alternative Currency Exposures (excluding those in respect of the Letters of Credit, any particular Letter Credit denominated in a Permitted Additional L/C Currency) would exceed the Alternative Currency Sublimit. Letters of Credit may name only one or more Borrowers as denominated in a Permitted Additional L/C Currency shall be subject to the account party thereinprovisions set forth in Section 2.03(p). All Within the foregoing limits, and subject to the terms and conditions hereof, the Borrower’s ability to obtain Letters of Credit shall be issued on a sight basis only. The Borrowersfully revolving, and accordingly the other Credit Parties and Borrower may, during the Lender hereby acknowledge and agree that all Existing foregoing period, obtain Letters of Credit shall constitute to replace Letters of Credit under this Agreement on that have expired or that have been drawn upon and after the Effective Date with the same effect as if such Existing Letters of Credit were issued by Issuing Lender at the request of the Borrowers on the Effective Datereimbursed.

Letters of Credit. (a) Subject to and During the Availability Period, the Issuing Bank, in reliance upon the terms and conditions set forth herein, (i) Letters of Credit may be issued on the Effective Date in order to backstop or replace existing letters of credit issued under facilities no longer available to the Borrowers as agreements of the Effective Date other Lenders pursuant to subsections (d) and (iie) the Company (on behalf of the Borrowers) may request that an Issuing Lender this Section, will issue, at any time and from time to time after the Effective Date and prior to the 30th day prior to the Final Maturity Date, for the joint and several account of the Borrowers and for the benefit of (A) any holder (or any trustee, agent or other similar representative for any such holders) of L/C Supportable Obligations, an irrevocable standby letter of credit, in a form customarily used by such Issuing Lender or in such other form as is reasonably acceptable to such Issuing Lender, and (B) sellers of goods to the Borrowers or any of their Subsidiaries, an irrevocable trade letter of credit, in a form customarily used by such Issuing Lender or in such other form as has been approved by such Issuing Lender (each such letter of credit, a “Letter of Credit” and, collectively, the “Letters of Credit”) (provided, that without limiting the joint and several nature of the Borrowers’ obligations in respect of the Letters of Credit, any particular Letter of Credit may name only one or more Borrowers as the account party therein). All Letters of Credit shall be issued on a sight basis only. The Borrowers, the other Credit Parties and the Lender hereby acknowledge and agree that all Existing Letters of Credit shall constitute Letters of Credit under this Agreement on and after the Effective Date with the same effect as if such Existing Letters of Credit were issued by Issuing Lender at the request of the Borrowers Borrower, Letters of Credit for the account of the Borrower or any other Loan Party or Restricted Subsidiary on the Effective Dateterms and conditions hereinafter set forth; provided that (i) each Letter of Credit shall expire on the earlier of (A) the date one year after the date of issuance of such Letter of Credit (or, in the case of any renewal or extension thereof (which may occur automatically), one year after the date such renewal or extension becomes effective, so long as (x) the Borrower and the Issuing Bank have the option to prevent such renewal or extension prior to the effectiveness thereof and (y) neither the Issuing Bank nor the Borrower shall permit any such renewal or extension to extend any Letter of Credit beyond the date set forth in clause (B) below) and (B) the date that is five (5) Business Days prior to the Revolving Commitment Termination Date (unless Cash Collateralized or otherwise backstopped in a manner reasonably acceptable to the applicable Issuing Bank (including by “grandfathering” on terms reasonably acceptable to the Issuing Bank of the applicable letters of credit into a future credit facility)); (ii) each Letter of Credit shall be in a stated amount of at least $100,000 (or such lesser amount as the applicable Issuing Bank shall agree); and (iii) the Borrower may not request any Letter of Credit if, after giving effect to such issuance, (A) the aggregate LC Exposure would exceed the LC Commitment or (B) the aggregate Revolving Credit Exposure of all Lenders would exceed the Aggregate Revolving Commitment Amount. Each Revolving Lender shall be deemed to have purchased, and hereby irrevocably and unconditionally purchases from the relevant Issuing Bank without recourse a participation in each Letter of Credit equal to such Revolving Lender’s Pro Rata Share of the aggregate amount available to be drawn under such Letter of Credit on the date of issuance. Each issuance of a Letter of Credit shall be deemed to utilize the Revolving Commitment of each Lender by an amount equal to the amount of such participation.

Letters of Credit. (a) The Letter of Credit Commitment. (i) Subject to Section 4.02 and upon all of the other terms and conditions set forth herein, (iA) each L/C Issuer agrees, in reliance upon the agreements of the other Revolving Credit Lenders set forth in this Section 2.03, (1) from time to time on any Business Day during the period from the Closing Date to the date that is thirty (30) days prior to the Letter of Credit Expiration Date, to issue Letters of Credit denominated in Dollars, or in the sole discretion of such L/C Issuer in an Alternative Currency, for the account of a Borrower (provided, that any Letter of Credit may be issued on the Effective Date in order to backstop or replace existing letters of credit issued under facilities no longer available to the Borrowers as of the Effective Date and (ii) the Company (on behalf of the Borrowers) may request that an Issuing Lender issue, at any time and from time to time after the Effective Date and prior to the 30th day prior to the Final Maturity Date, for the joint and several account of the Borrowers and for the benefit of (A) any holder (Parent or any trusteeSubsidiary of Parent) and to amend or renew Letters of Credit previously issued by it, agent in accordance with Section 2.03(b), and (2) to honor drafts under the Letters of Credit and (B) the Revolving Credit Lenders severally agree to participate in Letters of Credit issued pursuant to this Section 2.03; provided, that no L/C Issuer shall be obligated to make any L/C Credit Extension with respect to any Letter of Credit, and no Lender shall be obligated to participate in any Letter of Credit if as of the date of such L/C Credit Extension, (x) the Revolving Credit Exposure of any Revolving Credit Lender would exceed such Lender’s Revolving Credit Commitment, (y) the Outstanding Amount of the L/C Obligations would exceed the Letter of Credit Sublimit or other similar representative for any such holders(z) the Outstanding Amount of L/C Supportable Obligations, Obligations in respect of Letters of Credit denominated in an irrevocable standby letter of credit, in a form customarily used by such Issuing Lender or in such other form as is reasonably acceptable to such Issuing LenderAlternative Currency would exceed $25 million. Within the foregoing limits, and (B) sellers of goods subject to the Borrowers or any of their Subsidiariesterms and conditions hereof, an irrevocable trade letter of credit, in a form customarily used by such Issuing Lender or in such other form as has been approved by such Issuing Lender (each such letter of credit, a “Letter of Credit” and, collectively, the “Letters of Credit”) (provided, that without limiting the joint and several nature of the Borrowers’ obligations in respect of the Letters of Credit, any particular Letter of Credit may name only one or more Borrowers as the account party therein). All ability to obtain Letters of Credit shall be issued on a sight basis only. The Borrowersfully revolving, and accordingly each Borrower may, during the other Credit Parties and the Lender hereby acknowledge and agree that all Existing foregoing period, obtain Letters of Credit shall constitute to replace Letters of Credit under this Agreement on that have expired or that have been drawn upon and after the Effective Date with the same effect as if such Existing Letters of Credit were issued by Issuing Lender at the request of the Borrowers on the Effective Datereimbursed.

Letters of Credit. (a) Subject to and upon the terms and conditions set forth herein, (i) each Issuing Bank agrees, in reliance upon the agreements of the other Banks set forth in Section 2.20, (A) from time to time on any Domestic Business Day during the period from the Amendment Effective Date until the Letter of Credit Expiration Date, to make L/C Credit Extensions either (i) for the account of the Borrower, its Consolidated Entities, its Members or members of its Consolidated Entities or (ii) in support of a letter of credit issued by the Borrower as a back-up confirmation or backup credit support of such letter of credit (“Back-Up Letter of Credit”), and to amend or extend Letters of Credit may be previously issued on by it, in accordance with Section 2.20(a)(i) and (ii), and (B) to honor drawings under the Effective Date in order to backstop or replace existing letters Letters of credit Credit issued under facilities no longer available to the Borrowers as of the Effective Date by it; and (ii) the Company (on behalf Banks severally agree to participate in Letters of the Borrowers) may request that an Issuing Lender issue, at any time and from time to time after the Effective Date and prior to the 30th day prior to the Final Maturity Date, Credit issued for the joint and several account of the Borrowers Borrower, its Consolidated Entities, its Members or members of its Consolidated Entities and for the benefit of (A) any holder (or any trustee, agent or other similar representative for any such holders) of L/C Supportable Obligations, an irrevocable standby letter of credit, in a form customarily used by such Issuing Lender or in such other form as is reasonably acceptable Borrowings thereunder; provided that after giving effect to such Issuing Lender, and (B) sellers of goods any L/C Credit Extension with respect to the Borrowers or any of their Subsidiaries, an irrevocable trade letter of credit, in a form customarily used by such Issuing Lender or in such other form as has been approved by such Issuing Lender (each such letter of credit, a “Letter of Credit” and, collectively(1) the sum of (x) the aggregate principal amount of Revolving Loans of any Bank, the “Letters of Credit”plus (y) (provided, that without limiting the joint and several nature such Bank’s Pro Rata Share of the Borrowers’ obligations in respect Outstanding Amount of all L/C Obligations shall not exceed such Bank’s Commitment, (2) the Letters Outstanding Amount of Credit, any particular all L/C Obligations shall not exceed the Letter of Credit may name only one or more Borrowers as Sublimit and (3) the account party therein). All Outstanding Amount of all L/C Obligations of each Initial Issuing Bank shall not exceed the Initial Issuing Bank Sublimit of such Initial Issuing Bank unless otherwise agreed by such Initial Issuing Bank; provided, further that the 2019 Banks agreement to purchase participations in Letters of Credit shall be issued on limited to their Pro Rata Share of any Letters of Credit with an expiration date that is no later than five Domestic Business Days prior to the 2019 Commitment Termination Date and is otherwise subject to the limitations set forth in Section 3.03(d). Each request by the Borrower for the issuance of, or an amendment to increase the amount of, any Letter of Credit shall be deemed to be a sight basis onlyrepresentation by the Borrower that the L/C Credit Extension so requested complies with the condition set forth in the proviso to the preceding sentence. The BorrowersWithin the foregoing limits, and subject to the terms and conditions hereof, the other Credit Parties and the Lender hereby acknowledge and agree that all Existing Borrower’s ability to obtain Letters of Credit shall constitute be fully revolving, and accordingly the Borrower may, during the foregoing period, obtain Letters of Credit under this Agreement on and after the Effective Date with the same effect as if such Existing to replace Letters of Credit were issued by Issuing Lender at the request of the Borrowers on the Effective Datethat have expired or that have been drawn upon and reimbursed.

Letters of Credit. (a) The Letter of Credit Commitment. (i) Subject to Section 4.02 and upon all of the other terms and conditions set forth herein, (iA) each L/C Issuer agrees, in reliance upon the agreements of the other Revolving Credit Lenders set forth in this Section 2.03, (1) from time to time on any Business Day during the period from the Closing Date to the date that is thirty (30) days prior to the Letter of Credit Expiration Date, to issue Letters of Credit denominated in Dollars, or in the sole discretion of such L/C Issuer in an Alternative Currency, for the account of the Borrower (provided, that any Letter of Credit may be issued on the Effective Date in order to backstop or replace existing letters of credit issued under facilities no longer available to the Borrowers as of the Effective Date and (ii) the Company (on behalf of the Borrowers) may request that an Issuing Lender issue, at any time and from time to time after the Effective Date and prior to the 30th day prior to the Final Maturity Date, for the joint and several account of the Borrowers and for the benefit of (A) any holder (the Borrower or any trusteeSubsidiary of the Borrower) and to amend or renew Letters of Credit previously issued by it, agent in accordance with Section 2.03(b), and (2) to honor drafts under the Letters of Credit and (B) the Revolving Credit Lenders severally agree to participate in Letters of Credit issued pursuant to this Section 2.03; provided, that no L/C Issuer shall be obligated to make any L/C Credit Extension with respect to any Letter of Credit, and no Lender shall be obligated to participate in any Letter of Credit if as of the date of such L/C Credit Extension, (x) the Revolving Credit Exposure of any Revolving Credit Lender would exceed such Lender’s Revolving Credit Commitment, (y) the Outstanding Amount of the L/C Obligations would exceed the Letter of Credit Sublimit or other similar representative for any such holders(z) the Outstanding Amount of L/C Supportable Obligations, an irrevocable standby letter Obligations in respect of credit, in a form customarily used by such Issuing Lender or in such other form as is reasonably acceptable to such Issuing Lender, and (B) sellers of goods to the Borrowers or any of their Subsidiaries, an irrevocable trade letter of credit, in a form customarily used by such Issuing Lender or in such other form as has been approved by such Issuing Lender (each such letter of credit, a “Letter of Credit” and, collectively, the “Letters of Credit”) (Credit denominated in an Alternative Currency would exceed $5 million; provided, that without limiting in the joint and several nature of the Borrowers’ obligations in respect of the event Deutsche Bank AG New York Branch is an L/C Issuer, Deutsche Bank AG New York Branch shall only be obligated to issue standby Letters of CreditCredit in accordance with the terms hereof. Within the foregoing limits, any particular Letter of Credit may name only one or more Borrowers as and subject to the account party therein). All terms and conditions hereof, the Borrower’s ability to obtain Letters of Credit shall be issued on a sight basis only. The Borrowersfully revolving, and accordingly the other Credit Parties and Borrower may, during the Lender hereby acknowledge and agree that all Existing foregoing period, obtain Letters of Credit shall constitute to replace Letters of Credit under this Agreement on that have expired or that have been drawn upon and after the Effective Date with the same effect as if such Existing Letters of Credit were issued by Issuing Lender at the request of the Borrowers on the Effective Datereimbursed.

Letters of Credit. During the Commitment Period, (ai) Subject to and the L/C Issuer, in reliance upon the terms and conditions commitments of the Lenders set forth herein, agrees (iA) to issue Letters of Credit may be for the account of Borrower on any Business Day, (B) to amend or renew Letters of Credit previously issued on the Effective Date in order hereunder, and (C) to backstop or replace existing letters honor drafts under Letters of credit issued under facilities no longer available to the Borrowers as of the Effective Date Credit; and (ii) the Company (on behalf Lenders severally agree to purchase from the L/C Issuer a participation interest in the Letters of the Borrowers) may request Credit issued hereunder in an amount equal to such Lender’s Revolving Commitment Percentage thereof; provided, that an Issuing Lender issue, at any time and from time to time after the Effective Date and prior to the 30th day prior to the Final Maturity Date, for the joint and several account of the Borrowers and for the benefit of (A) any holder (or any trustee, agent or other similar representative for any such holders) the aggregate principal amount of L/C Supportable ObligationsObligations shall not exceed an amount equal to FORTY MILLION DOLLARS ($40,000,000) (as such amount may be adjusted in accordance with the provisions hereof, an irrevocable standby letter the “L/C Committed Amount”), (B) with regard to the Lenders collectively, the aggregate principal amount of credit, in a form customarily used by Revolving Obligations shall not exceed the lesser of (x) the Aggregate Revolving Committed Amount and (y) the Availability Amount for such Issuing Lender or in such other form as is reasonably acceptable to such Issuing Lenderdate, and (BC) sellers with regard to each Lender individually, such Lender’s Revolving Commitment Percentage of goods Revolving Obligations shall not exceed its respective Revolving Committed Amount. Subject to the Borrowers or any of their Subsidiaries, an irrevocable trade letter of credit, in a form customarily used by such Issuing Lender or in such other form as has been approved by such Issuing Lender (each such letter of credit, a “Letter of Credit” and, collectivelyterms and conditions hereof, the “Letters of Credit”) (provided, that without limiting the joint and several nature of the Borrowers’ obligations in respect of the Letters of Credit, any particular Letter of Credit may name only one or more Borrowers as the account party therein). All Borrower’s ability to obtain Letters of Credit shall be issued on a sight basis only. The Borrowersfully revolving, and accordingly the other Credit Parties and the Lender hereby acknowledge and agree that all Existing Borrower may obtain Letters of Credit shall constitute to replace Letters of Credit under this Agreement on that have expired or that have been drawn upon and after the Effective Date with the same effect as if such Existing Letters of Credit were issued by Issuing Lender at the request of the Borrowers on the Effective Datereimbursed.

Letters of Credit. During the Revolving Commitment Period, (ai) Subject to and the L/C Issuer, in reliance upon the terms and conditions commitments of the Revolving Lenders set forth herein, agrees (iA) to issue Letters of Credit may be for the account of Borrower on any Business Day, (B) to amend or extend Letters of Credit previously issued on the Effective Date in order hereunder, and (C) to backstop or replace existing letters honor drafts under Letters of credit issued under facilities no longer available to the Borrowers as of the Effective Date Credit; and (ii) the Company (on behalf Revolving Lenders severally agree to purchase from the L/C Issuer a participation interest in the Letters of the Borrowers) may request Credit issued hereunder in an amount equal to such Revolving Lender’s Revolving Commitment Percentage thereof; provided, that an Issuing Lender issue, at any time and from time to time after the Effective Date and prior to the 30th day prior to the Final Maturity Date, for the joint and several account of the Borrowers and for the benefit of (A) any holder (or any trustee, agent or other similar representative for any such holders) the aggregate principal amount of L/C Supportable ObligationsObligations shall not exceed an amount equal to TWENTY-FIVE MILLION DOLLARS ($25,000,000) (as such amount may be adjusted in accordance with the provisions hereof, an irrevocable standby letter of creditthe “L/C Committed Amount”), in a form customarily used by such Issuing Lender or in such other form as is reasonably acceptable to such Issuing Lender, and (B) sellers of goods with regard to the Borrowers or any of their Subsidiaries, an irrevocable trade letter of credit, in a form customarily used by such Issuing Lender or in such other form as has been approved by such Issuing Lender (each such letter of credit, a “Letter of Credit” and, Revolving Lenders collectively, the “Letters aggregate principal amount of Credit”Revolving Obligations shall not exceed the Aggregate Revolving Committed Amount and (C) (providedwith regard to each Revolving Lender individually, that without limiting such Revolving Lender’s Revolving Commitment Percentage of Revolving Obligations shall not exceed its respective Revolving Committed Amount. Subject to the joint terms and several nature of conditions hereof, the Borrowers’ obligations in respect of the Letters of Credit, any particular Letter of Credit may name only one or more Borrowers as the account party therein). All Borrower’s ability to obtain Letters of Credit shall be issued on a sight basis only. The Borrowersfully revolving, and accordingly the other Credit Parties and the Lender hereby acknowledge and agree that all Existing Borrower may obtain Letters of Credit shall constitute to replace Letters of Credit under this Agreement on that have expired or that have been drawn upon and after the Effective Date with the same effect as if such Existing Letters of Credit were issued by Issuing Lender at the request of the Borrowers on the Effective Datereimbursed.

Letters of Credit. (a) The Letter of Credit Commitment. (i) Subject to and upon the terms and conditions set forth herein, (iA) Letters of Credit may be issued on each L/C Issuer agrees, in reliance upon the Effective Date in order to backstop or replace existing letters of credit issued under facilities no longer available to the Borrowers as agreements of the Effective Date and other Initial Revolving Credit Lenders set forth in this Section 2.04, (ii1) the Company (on behalf of the Borrowers) may request that an Issuing Lender issue, at any time and from time to time after on any Business Day during the Effective period from the Closing Date and prior to until the 30th day prior to the Final Maturity Letter of Credit Expiration Date, to issue Letters of Credit denominated in Dollars or an Alternate Currency for the joint and several account of the Borrowers Borrower and for the benefit to amend or renew Letters of (A) any holder (or any trustee, agent or other similar representative for any such holders) of L/C Supportable Obligations, an irrevocable standby letter of creditCredit previously issued by it, in a form customarily used by such Issuing Lender or in such other form as is reasonably acceptable accordance with Section 2.04(b), and (2) to such Issuing Lender, honor drafts under the Letters of Credit; and (B) sellers the Initial Revolving Credit Lenders severally agree to participate in Letters of goods Credit issued for the account of the Borrower; provided that no L/C Issuer shall be obligated to the Borrowers or issue any of their Subsidiaries, an irrevocable trade letter of credit, in a form customarily used by such Issuing Lender or in such other form as has been approved by such Issuing Lender (each such letter of credit, a “commercial Letter of Credit” and, collectively, the “Letters of Credit”) (provided, that without limiting the joint and several nature of the Borrowers’ obligations no Lender shall be obligated to participate in respect of the Letters of Credit, any particular Letter of Credit may name only one if as of the date of such L/C Credit Extension or more Borrowers as after giving effect thereto, (w) the account party thereinTotal Revolving Outstandings with respect to the Initial Revolving Credit Facility would exceed the aggregate Initial Revolving Credit Commitments, (x) the Revolving Outstandings of any Lender under the Initial Revolving Credit Facility would exceed such Lender’s Initial Revolving Credit Commitment, (y) the Outstanding Amount of the L/C Obligations would exceed the Letter of Credit Sublimit or (z) the Outstanding Amount of the L/C Obligations with respect to Letters of Credit issued by such L/C Issuer would exceed such L/C Issuer’s L/C Commitment (in each case, taking the Dollar Equivalent of all amounts in an Alternate Currency). All Within the foregoing limits, and subject to the terms and conditions hereof, the Borrower’s ability to obtain Letters of Credit shall be issued on a sight basis only. The Borrowersfully revolving, and accordingly the other Credit Parties and Borrower may, during the Lender hereby acknowledge and agree that all Existing foregoing period, obtain Letters of Credit shall constitute to replace Letters of Credit under this Agreement on that have expired or that have been drawn upon and after the Effective Date with the same effect as if such Existing Letters of Credit were issued by Issuing Lender at the request of the Borrowers on the Effective Datereimbursed.

Letters of Credit. (a) The Letter of Credit Commitment. (i) Subject to and upon the terms and conditions set forth herein, (iA) each L/C Issuer agrees, in reliance upon the agreements of the other Revolving Credit Lenders set forth in this Section 2.03, (1) from time to time on any Business Day during the period from the Closing Date until the Letter of Credit Expiration Date, to issue Letters of Credit denominated in Dollars for the account of the Borrower (provided that any Letter of Credit may be issued on the Effective Date in order to backstop or replace existing letters of credit issued under facilities no longer available to the Borrowers as of the Effective Date and (ii) the Company (on behalf of the Borrowers) may request that an Issuing Lender issue, at any time and from time to time after the Effective Date and prior to the 30th day prior to the Final Maturity Date, for the joint and several account of the Borrowers and for the benefit of (Aany Subsidiary of the Borrower) any holder (and to amend or any trustee, agent or other similar representative for any such holders) renew Letters of L/C Supportable Obligations, an irrevocable standby letter of creditCredit previously issued by it, in a form customarily used by such Issuing Lender or in such other form as is reasonably acceptable accordance with Section 2.03(b), and (2) to such Issuing Lender, honor drafts under the Letters of Credit and (B) sellers the Revolving Credit Lenders severally agree to participate in Letters of goods Credit issued pursuant to the Borrowers or this Section 2.03; provided that no L/C Issuer shall be obligated to make any of their Subsidiaries, an irrevocable trade letter of credit, in a form customarily used by such Issuing Lender or in such other form as has been approved by such Issuing Lender (each such letter of credit, a “L/C Credit Extension with respect to any Letter of Credit” and, collectively, the “Letters of Credit”) (provided, that without limiting the joint and several nature of the Borrowers’ obligations no Lender shall be obligated to participate in respect of the Letters of Credit, any particular Letter of Credit may name only one if as of the date of such L/C Credit Extension, (x) the Revolving Credit Exposure of any Revolving Credit Lender would exceed such Lender’s Revolving Credit Commitment or more Borrowers as (y) the account party therein)Outstanding Amount of the L/C Obligations would exceed the Letter of Credit Sublimit. All Within the foregoing limits, and subject to the terms and conditions hereof, the Borrower’s ability to obtain Letters of Credit shall be issued on a sight basis only. The Borrowersfully revolving, and accordingly the other Credit Parties and Borrower may, during the Lender hereby acknowledge and agree that all Existing foregoing period, obtain Letters of Credit shall constitute to replace Letters of Credit under this Agreement on that have expired or that have been drawn upon and after the Effective Date with the same effect as if such Existing Letters of Credit were issued by Issuing Lender at the request of the Borrowers on the Effective Datereimbursed.

Letters of Credit. (a) Subject to and upon the terms and conditions set forth herein, (i) each L/C Issuer agrees, in reliance upon the agreements of the other Revolving Lenders set forth in this Section 2.05, to issue Letters of Credit may be issued on the Effective Date in order to backstop or replace existing letters of credit issued under facilities no longer available to the Borrowers as of the Effective Date and (ii) the Company (on behalf of the Borrowers) may request that an Issuing Lender issue, at any time and from time to time after the Effective Date and prior to before the 30th day prior to the Final Maturity Date, Revolving Termination Date for the joint account, and several account upon the request, of the Borrowers Borrower and for the benefit in support of (Ai) any holder (or any trustee, agent or other similar representative for any such holders) trade obligations of L/C Supportable Obligations, an irrevocable standby letter of credit, in a form customarily used by such Issuing Lender or in such other form as is reasonably acceptable to such Issuing Lender, and (B) sellers of goods to the Borrowers or any of their Borrower and/or its Subsidiaries, an irrevocable trade letter of credit, which shall be payable at sight in a form customarily used by such Issuing Lender or in such other form as has been approved by such Issuing Lender Dollars (each such letter of credit, a “Trade Letter of Credit” and, collectively, the “Trade Letters of Credit”) and (provided, that without limiting the joint and several nature ii) such other obligations of the Borrowers’ obligations in respect Borrower that are acceptable to the Revolving Lenders (each such letter of credit, a “Standby Letter of Credit” and, collectively, the “Standby Letters of Credit”); provided that, any particular immediately after each Letter of Credit may name only one or more Borrowers as is issued, (i) the account party therein). All Letters aggregate amount of Credit the L/C Obligations shall be issued on a sight basis only. The Borrowersnot exceed the L/C Sublimit, (ii) the Revolving Outstandings shall not exceed the Revolving Committed Amount and (iii) with respect to each individual Revolving Lender, the other Credit Parties and the Lender hereby acknowledge and agree that all Existing Letters of Credit shall constitute Letters of Credit under this Agreement on and after the Effective Date with the same effect as if such Existing Letters of Credit were issued by Issuing Lender at the request aggregate outstanding principal amount of the Borrowers on Revolving Lender’s Revolving Loans plus its Participation Interests in outstanding L/C Obligations plus its (other than the Effective DateSwing Line Lender’s) Participation Interests in outstanding Swing Line Loans shall not exceed such Revolving Lender’s Revolving Commitment Percentage of the Revolving Committed Amount.

Letters of Credit. (a) The Letter of Credit Commitment. (i) Subject to Section 4.02 and upon all of the other terms and conditions set forth herein, (iA) each L/C Issuer agrees, in reliance upon the agreements of the other Revolving Credit Lenders set forth in this Section 2.03, (1) from time to time on any Business Day during the period from the Closing Date to the date that is thirty (30) days prior to the Letter of Credit Expiration Date, to issue Letters of Credit denominated in Dollars, or in the sole discretion of such L/C Issuer in an Alternative Currency, for the account of a Borrower (provided, that any Letter of Credit may be issued on the Effective Date in order to backstop or replace existing letters of credit issued under facilities no longer available to the Borrowers as of the Effective Date and (ii) the Company (on behalf of the Borrowers) may request that an Issuing Lender issue, at any time and from time to time after the Effective Date and prior to the 30th day prior to the Final Maturity Date, for the joint and several account of the Borrowers and for the benefit of (A) any holder (Parent or any trusteeSubsidiary of Parent) and to amend or renew Letters of Credit previously issued by it, agent in accordance with Section 2.03(b), and (2) to honor drafts under the Letters of Credit and (B) the Revolving Credit Lenders severally agree to participate in Letters of Credit issued pursuant to this Section 2.03; provided, that no L/C Issuer shall be obligated to make any L/C Credit Extension with respect to any Letter of Credit, and no Lender shall be obligated to participate in any Letter of Credit if as of the date of such L/C Credit Extension, (x) the Revolving Credit Exposure of any Revolving Credit Lender would exceed such Xxxxxx’s Revolving Credit Commitment, (y) the Outstanding Amount of the L/C Obligations would exceed the Letter of Credit Sublimit or other similar representative for any such holders(z) the Outstanding Amount of L/C Supportable Obligations, Obligations in respect of Letters of Credit denominated in an irrevocable standby letter of credit, in a form customarily used by such Issuing Lender or in such other form as is reasonably acceptable to such Issuing LenderAlternative Currency would exceed $25 million. Within the foregoing limits, and (B) sellers of goods subject to the Borrowers or any of their Subsidiariesterms and conditions hereof, an irrevocable trade letter of credit, in a form customarily used by such Issuing Lender or in such other form as has been approved by such Issuing Lender (each such letter of credit, a “Letter of Credit” and, collectively, the “Letters of Credit”) (provided, that without limiting the joint and several nature of the Borrowers’ obligations in respect of the Letters of Credit, any particular Letter of Credit may name only one or more Borrowers as the account party therein). All ability to obtain Letters of Credit shall be issued on a sight basis only. The Borrowersfully revolving, and accordingly each Borrower may, during the other Credit Parties and the Lender hereby acknowledge and agree that all Existing foregoing period, obtain Letters of Credit shall constitute to replace Letters of Credit under this Agreement on that have expired or that have been drawn upon and after the Effective Date with the same effect as if such Existing Letters of Credit were issued by Issuing Lender at the request of the Borrowers on the Effective Datereimbursed.

Letters of Credit. (a) Subject to and upon the terms and conditions set forth herein, (i) the Issuing Lender agrees, in reliance upon the agreements of the Lenders set forth in this Section 2.4, (A) from time to time on any Business Day during the period from the Effective Date until the Termination Date, to issue Letters of Credit may be in Dollars for the account of either Borrower or any Subsidiary of either Borrower, and to amend or extend Letters of Credit previously issued on by it, in accordance with clause (b) below, and (B) to honor drawings under the Effective Date in order to backstop or replace existing letters Letters of credit issued under facilities no longer available to the Borrowers as of the Effective Date Credit; and (ii) the Company (on behalf Revolving Lenders severally agree to participate in Letters of the Borrowers) may request that an Issuing Lender issue, at any time and from time to time after the Effective Date and prior to the 30th day prior to the Final Maturity Date, Credit issued for the joint and several account of the Borrowers and for the benefit of (A) any holder (either Borrower or any trustee, agent or other similar representative for Subsidiary of either Borrower and any such holders) of L/C Supportable Obligations, an irrevocable standby letter of credit, in a form customarily used by such Issuing Lender or in such other form as is reasonably acceptable drawings thereunder; provided that after giving effect to such Issuing Lender, and (B) sellers of goods any LOC Credit Extension with respect to the Borrowers or any of their Subsidiaries, an irrevocable trade letter of credit, in a form customarily used by such Issuing Lender or in such other form as has been approved by such Issuing Lender (each such letter of credit, a “Letter of Credit” and, collectively, (w) the “aggregate amount of outstanding Letters of Credit”Credit issued by the Issuing Lender shall not exceed its LOC Commitment, (x) the aggregate Outstanding Amount of all Revolving Obligations shall not exceed the aggregate amount of all Revolving Commitments, (provided, that without limiting y) the joint and several nature aggregate Outstanding Amount of the Borrowers’ obligations in respect Revolving Loans of any Lender, plus such Lender’s Revolving Commitment Percentage of the Letters Outstanding Amount of Creditall LOC Obligations, any particular plus such Lender’s Revolving Commitment Percentage of the Outstanding Amount of all Swingline Loans shall not exceed such Lender’s Revolving Commitment and (z) the Outstanding Amount of the LOC Obligations shall not exceed the LOC Sublimit. Each request by a Borrower for the issuance or amendment of a Letter of Credit may name only one or more shall be deemed to be a representation by the Borrowers as that the account party therein)LOC Credit Extension so requested complies with the conditions set forth in the proviso to the preceding sentence. All Within the foregoing limits, and subject to the terms and conditions hereof, each Borrower’s ability to obtain Letters of Credit shall be issued on a sight basis onlyfully revolving, and accordingly each Borrower may, during the foregoing period, obtain Letters of Credit to replace Letters of Credit that have expired or that have been drawn upon and reimbursed. The Borrowers, the other Credit Parties and the Lender hereby acknowledge and agree that all All Existing Letters of Credit shall constitute Letters of Credit under this Agreement on be deemed to have been issued pursuant hereto, and from and after the Effective Date with shall be subject to and governed by the same effect as if such Existing Letters of Credit were issued by Issuing Lender at the request of the Borrowers on the Effective Dateterms and conditions hereof.

Letters of Credit. (a) The Letter of Credit Commitment. (i) Subject to and upon the terms and conditions set forth herein, (iA) Letters of Credit may be issued on each L/C Issuer agrees, in reliance upon the Effective Date in order to backstop or replace existing letters of credit issued under facilities no longer available to the Borrowers as agreements of the Effective Date and Lenders set forth in this Section 2.03, (ii1) the Company (on behalf of the Borrowers) may request that an Issuing Lender issue, at any time and from time to time after on any Business Day during the Effective period from the Closing Date and prior to until the 30th day prior to the Final Maturity Letter of Credit Expiration Date, to issue Letters of Credit for the joint and several account of the Borrowers Borrower or, with the consent of the Administrative Agent, its Subsidiaries, and for the benefit to amend Letters of (A) any holder (or any trustee, agent or other similar representative for any such holders) of L/C Supportable Obligations, an irrevocable standby letter of creditCredit previously issued by it, in a form customarily used by such Issuing Lender or in such other form as is reasonably acceptable accordance with Section 2.03(b), and (2) to such Issuing Lender, honor drawings under the Letters of Credit; and (B) sellers the Lenders severally agree to participate in Letters of goods Credit issued for the account of the Borrower or its Subsidiaries and any drawings thereunder; provided that after giving effect to the Borrowers or any of their Subsidiaries, an irrevocable trade letter of credit, in a form customarily used by such Issuing Lender or in such other form as has been approved by such Issuing Lender (each such letter of credit, a “L/C Credit Extension with respect to any Letter of Credit” and, collectively(x) the Total Outstandings shall not exceed the Revolving Credit Facility, (y) the “Letters of Credit”) (provided, that without limiting the joint and several nature aggregate Outstanding Amount of the Borrowers’ obligations in respect Loans of any Lender, plus such Lender’s Applicable Percentage of the Letters Outstanding Amount of Creditall L/C Obligations shall not exceed such Lender’s Commitment, any particular and (z) the Outstanding Amount of the L/C Obligations shall not exceed the Letter of Credit may name only one Sublimit. Each request by the Borrower for the issuance or more Borrowers as amendment of a Letter of Credit shall be deemed to be a representation by the account party therein)Borrower that the L/C Credit Extension so requested complies with the conditions set forth in the proviso to the preceding sentence. All Within the foregoing limits, and subject to the terms and conditions hereof, the Borrower’s ability to obtain Letters of Credit shall be issued on a sight basis onlyfully revolving, and accordingly the Borrower may, during the foregoing period, obtain Letters of Credit to replace Letters of Credit that have expired or that have been drawn upon and reimbursed. The Borrowers, the other Credit Parties and the Lender hereby acknowledge and agree that all All Existing Letters of Credit shall constitute Letters of Credit under this Agreement on be deemed to have been issued pursuant hereto, and from and after the Effective Closing Date with shall be subject to and governed by the same effect as if such Existing Letters of Credit were issued by Issuing Lender at the request of the Borrowers on the Effective Dateterms and conditions hereof.

Letters of Credit. (a) Subject Within 15 business days of the date hereof, Buyer shall deliver to and upon the terms and conditions set forth herein, (i) Letters of Credit may be issued on the Effective Date in order to backstop Seller one or replace existing more irrevocable letters of credit issued under facilities no longer available by financial institutions reasonably acceptable to Seller (the Borrowers as "Letters of Credit") providing for drawings in an aggregate principal amount equal to $__________ (the "LC Amount"). The Letters of Credit shall be returned to Buyer upon the Closing of the Effective Date and Transactions or upon termination of this Agreement for any reason other than the following: (i) Seller's termination of this Agreement pursuant to Section 6.2.4 or 6.2.5, or (ii) Seller's termination of this Agreement pursuant to Section 6.2.1 because the Company (on behalf condition precedent set forth in Section 3.2.1 becomes incapable of the Borrowers) may request that an Issuing Lender issuesatisfaction through no fault of Seller after Buyer has had a reasonable opportunity to cause such condition precedent to be satisfied. In addition, at any time and from time if Seller terminates this Agreement pursuant to time after the Effective Date and prior to the 30th day prior to the Final Maturity Date, for the joint and several account Section 6.2.4 as a result of the Borrowers and for the benefit Buyer's breach of (A) any holder (or any trustee, agent or other similar representative Section 4.1.4 for any such holders) of L/C Supportable Obligationsreason, an irrevocable standby letter of credit, Buyer and Seller have mutually agreed that in a form customarily used by such Issuing Lender or in such other form as is reasonably acceptable addition to such Issuing Lender, and (B) sellers of goods Seller's right to draw down the Borrowers or any of their Subsidiaries, an irrevocable trade letter of credit, in a form customarily used by such Issuing Lender or in such other form as has been approved by such Issuing Lender (each such letter of credit, a “Letter of Credit” and, collectively, the “Letters of Credit”) (provided, that without limiting the joint and several nature of the Borrowers’ obligations in respect full amount of the Letters of Credit, any particular Letter of Credit may name only one or more Borrowers as Buyer shall be liable to Seller for an additional amount equal to the account party therein)LC Amount. All If Buyer fails to deliver the Letters of Credit within 15 business days of the date hereof, and Seller thereafter terminates this Agreement pursuant to Section 6.2.4 as a result thereof, Buyer shall be issued on a sight basis onlyliable to Seller for the LC Amount. The BorrowersIn the event that Seller terminates this Agreement for any of the foregoing reasons, in view of the other Credit Parties difficulty of determining the amount of damages which may result to Seller from such failure to consummate the Transactions, Buyer and Seller have mutually agreed that the Lender hereby acknowledge and agree that all Existing proceeds of the Letters of Credit and any other monies payable to Seller in accordance with the foregoing provisions shall constitute be retained by Seller as liquidated damages, and not as a penalty, and this Agreement shall thereafter become null and void except for those provisions which by their terms survive termination of this Agreement. The parties have agreed that the proceeds of the Letters of Credit under this Agreement on and after the Effective Date such other monies payable to Seller in accordance with the same effect as if foregoing provisions in such Existing Letters of Credit were issued by Issuing Lender at the request of the Borrowers on the Effective Dateevent shall be Seller's exclusive remedy.

Letters of Credit. (a) The Letter of Credit Commitment. (i) Subject to and upon the terms and conditions set forth herein, (iA) Letters of Credit may be issued on the Effective Date L/C Issuer agrees, in order to backstop or replace existing letters of credit issued under facilities no longer available to reliance upon the Borrowers as agreements of the Effective Date and Lenders set forth in this Section 2.03, (ii1) the Company (on behalf of the Borrowers) may request that an Issuing Lender issue, at any time and from time to time after on any Business Day during the Effective period from the Closing Date and prior to until the 30th day prior to the Final Maturity Letter of Credit Expiration Date, to issue Letters of Credit for the joint and several account of the Borrowers and for the benefit of (A) any holder (Borrower or any trusteeSubsidiary, agent and to amend or other similar representative for any such holders) extend Letters of L/C Supportable Obligations, an irrevocable standby letter of creditCredit previously issued by it, in a form customarily used by such Issuing Lender or in such other form as is reasonably acceptable accordance with Section 2.03(b), and (2) to such Issuing Lender, honor drawings under the Letters of Credit; and (B) sellers the Lenders severally agree to participate in Letters of goods Credit issued for the account of the Borrower or its Subsidiaries and any drawings thereunder; provided that after giving effect to the Borrowers or any of their Subsidiaries, an irrevocable trade letter of credit, in a form customarily used by such Issuing Lender or in such other form as has been approved by such Issuing Lender (each such letter of credit, a “L/C Credit Extension with respect to any Letter of Credit” and, collectively(x) the Total Outstandings shall not exceed the Aggregate Commitments, (y) the “Letters Revolving Credit Exposure of Credit”any Lender shall not exceed such Lender’s Commitment, and (z) (provided, that without limiting the joint and several nature Outstanding Amount of the Borrowers’ obligations in respect of L/C Obligations shall not exceed the Letters of Credit, any particular Letter of Credit may name only one Sublimit. Each request by the Borrower for the issuance or more Borrowers as amendment of a Letter of Credit shall be deemed to be a representation by the account party therein)Borrower that the L/C Credit Extension so requested complies with the conditions set forth in the proviso to the preceding sentence. All Within the foregoing limits, and subject to the terms and conditions hereof, the Borrower’s ability to obtain Letters of Credit shall be issued on a sight basis only. The Borrowersfully revolving, and accordingly the other Credit Parties and Borrower may, during the Lender hereby acknowledge and agree that all Existing foregoing period, obtain Letters of Credit shall constitute to replace Letters of Credit under this Agreement on that have expired or that have been drawn upon and after the Effective Date with the same effect as if such Existing Letters of Credit were issued by Issuing Lender at the request of the Borrowers on the Effective Datereimbursed.

Letters of Credit. On and after the Closing Date, (ax) each L/C Issuer, in reliance upon the commitments of the Revolving Lenders set forth herein, agrees (A) to issue Letters of Credit for the account of the Borrower (or for the account of any member of the Consolidated Group, but in such case, the Borrower will remain obligated to reimburse such L/C Issuer for any and all drawings under such Letter of Credit, and the Borrower acknowledges that the issuance of Letters of Credit for the account of members of the Consolidated Group inures to the benefit of the Borrower and the Borrower’s business derives substantial benefits from the business of such members of the Consolidated Group) on any Business Day, (B) to amend or extend Letters of Credit previously issued hereunder and (C) to honor drawings under Letters of Credit; and (y) each Revolving Lender severally agrees to purchase from such L/C Issuer a participation interest in each Letter of Credit issued hereunder in an amount equal to such Revolving Lender’s Pro Rata Share thereof; provided that (A) the Outstanding Amount of L/C Obligations shall not exceed $5.0 million (as such amount may be decreased in accordance with the provisions hereof, the “L/C Sublimit”), (B) with regard to the Revolving Lenders collectively, the Outstanding Amount of Revolving Obligations shall not exceed the Aggregate Revolving Committed Amount, (C) with regard to each Revolving Lender individually, such Revolving Lender’s Revolving Commitment Percentage of Revolving Obligations shall not exceed such Lender’s Revolving Commitment, and (D) no L/C Issuer shall be required to (but, in its sole discretion, any L/C Issuer may) issue, amend, extend or increase any Letter of Credit if, after giving effect thereto, there would be L/C Obligations arising from Letters of Credit issued by such L/C Issuer in excess of its L/C Commitment. Subject to and upon the terms and conditions set forth herein, (i) Letters of Credit may be issued on the Effective Date in order to backstop or replace existing letters of credit issued under facilities no longer available to the Borrowers as of the Effective Date and (ii) the Company (on behalf of the Borrowers) may request that an Issuing Lender issue, at any time and from time to time after the Effective Date and prior to the 30th day prior to the Final Maturity Date, for the joint and several account of the Borrowers and for the benefit of (A) any holder (or any trustee, agent or other similar representative for any such holders) of L/C Supportable Obligations, an irrevocable standby letter of credit, in a form customarily used by such Issuing Lender or in such other form as is reasonably acceptable to such Issuing Lender, and (B) sellers of goods to the Borrowers or any of their Subsidiaries, an irrevocable trade letter of credit, in a form customarily used by such Issuing Lender or in such other form as has been approved by such Issuing Lender (each such letter of credit, a “Letter of Credit” and, collectivelyhereof, the “Letters of Credit”) (provided, that without limiting the joint and several nature of the Borrowers’ obligations in respect of the Letters of Credit, any particular Letter of Credit may name only one or more Borrowers as the account party therein). All Borrower’s ability to obtain Letters of Credit shall be issued on a sight basis only. The Borrowersfully revolving, and accordingly the other Credit Parties and the Lender hereby acknowledge and agree that all Existing Borrower may obtain Letters of Credit shall constitute to replace Letters of Credit under this Agreement on that have expired or that have been drawn upon and after the Effective Date with the same effect as if such Existing Letters of Credit were issued by Issuing Lender at the request of the Borrowers on the Effective Datereimbursed.

Letters of Credit. (a) Subject to and upon the terms and conditions set forth hereinhereof, the LC Bank shall issue or cause the issuance of Letters of Credit on behalf of the Sellers (and, if applicable, on behalf of, or for the account of, related Originators or Affiliates thereof in favor of such beneficiaries as such Originators or Affiliates may elect with the consent of the applicable Seller); provided, however, that the LC Bank will not be required to issue or cause to be issued any Letters of Credit to the extent that after giving effect thereto the issuance of such Letters of Credit would then cause (A) the sum of (i) Letters of Credit may be issued on the Effective Date in order to backstop or replace existing letters of credit issued under facilities no longer available to the Borrowers as of the Effective Date and Aggregate Capital plus (ii) the Company LC Participation Amount to exceed the Purchase Limit or (B) the LC Participation Amount to exceed the aggregate of the LC Amounts of the LC Participants (other than LC Participants who are defaulting Purchasers). Each of the parties hereto acknowledges and agrees that (i) each outstanding and uncancelled letter of credit issued by PNC on behalf of any such Seller (and, if applicable, on behalf of, or for the Borrowersaccount of, such related Originators or Affiliates thereof in favor of such beneficiaries as such Originators or Affiliates may elect with the consent of the applicable Seller) may request that an Issuing Lender issue, at any time and from time to time after the Effective Date and prior to the 30th day prior to the Final Maturity Date, for the joint and several account of the Borrowers and for the benefit of date hereof (A) any holder (or any trustee, agent or other similar representative for any such holders) of L/C Supportable Obligations, an irrevocable standby letter of credit, in a form customarily used by such Issuing Lender or in such other form as is reasonably acceptable to such Issuing Lender, and (B) sellers of goods to the Borrowers or any of their Subsidiaries, an irrevocable trade letter of credit, in a form customarily used by such Issuing Lender or in such other form as has been approved by such Issuing Lender (each such letter of credit, a “Letter of Credit” and, collectively, the “Existing Letters of Credit”), which such letters of credit are listed on Schedule G hereto, shall be deemed for all purposes of this Agreement and the other Transaction Documents to not be a Letter of Credit issued hereunder, (ii) the letter of credit issued by the LC Bank in favor of PNC pursuant to the Letter of Credit Backstop Agreement in the aggregate face amount set forth therein (provided, that without limiting the joint “Replacement Letter of Credit”) shall be deemed for all purposes of this Agreement and several nature the other Transaction Documents to be a Letter of the Borrowers’ obligations Credit issued hereunder and (iii) each Purchaser’s LC Participation Amount in respect of the Letters of Credit, any particular Letter of Credit may name only one or more Borrowers as the account party therein). All Letters of Credit shall be issued on a sight basis only. The Borrowers, the other Credit Parties and the Lender hereby acknowledge and agree that all Existing Letters of Credit shall constitute instead be deemed to be an LC Participation Amount in the Replacement Letter of Credit. All amounts drawn upon Letters of Credit under this Agreement on and after the Effective Date with shall accrue Yield for each day such drawn amounts shall have not been reimbursed in the same effect as manner that Yield accrues for Financial Institutions in accordance with Article IV. Notwithstanding anything herein to the contrary, including any formulas or component definitions set forth therein, if in connection with any replacement of an Existing Letter of Credit, a new Letter of Credit shall be required to be issued hereunder, causing duplicates of such Existing Letter of Credit and/or the Replacement Letter of Credit, for a period of 12 Business Days, to facilitate the Issuance of such Letter of Credit and/or the corresponding adjustments to the Existing Letters of Credit were and/or Replacement Letter of Credit, the LC Participation Amount for such newly issued by Issuing Lender at the request Letter of the Borrowers on the Effective DateCredit shall be deemed to be $0 (other than for purposes of calculating fees in respect of such Letters of Credit).

Letters of Credit. During the Revolving Commitment Period, (ai) Subject to and the L/C Issuer, in reliance upon the terms and conditions commitments of the Revolving Lenders set forth herein, agrees (iA) to issue Letters of Credit may be denominated in Dollars or in one or more Alternative Currencies for the account of Borrower on any Business Day, (B) to amend or renew Letters of Credit previously issued on the Effective Date in order hereunder, and (C) to backstop or replace existing letters honor drafts under Letters of credit issued under facilities no longer available to the Borrowers as of the Effective Date Credit; and (ii) the Company (on behalf Revolving Lenders severally agree to purchase from the L/C Issuer a participation interest in the Letters of the Borrowers) may request Credit issued hereunder in an amount equal to such Revolving Lender’s Revolving Commitment Percentage thereof; provided that an Issuing Lender issue, at any time and from time to time after the Effective Date and prior to the 30th day prior to the Final Maturity Date, for the joint and several account of the Borrowers and for the benefit of (A) any holder (or any trustee, agent or other similar representative for any such holders) the aggregate principal amount of L/C Supportable ObligationsObligations shall not exceed an amount equal to $25,000,000, an irrevocable standby letter the “L/C Committed Amount”), (B) with regard to the Revolving Lenders collectively, the aggregate principal amount of credit, in a form customarily used by such Issuing Lender or in such other form as is reasonably acceptable to such Issuing LenderRevolving Obligations shall not exceed the Aggregate Revolving Committed Amount, and (BC) sellers with regard to each Revolving Lender individually, such Revolving Lender’s Revolving Commitment Percentage of goods Revolving Obligations shall not exceed its respective Revolving Committed Amount. Subject to the Borrowers or any of their Subsidiaries, an irrevocable trade letter of credit, in a form customarily used by such Issuing Lender or in such other form as has been approved by such Issuing Lender (each such letter of credit, a “Letter of Credit” and, collectivelyterms and conditions hereof, the “Letters of Credit”) (provided, that without limiting the joint and several nature of the Borrowers’ obligations in respect of the Letters of Credit, any particular Letter of Credit may name only one or more Borrowers as the account party therein). All Borrower’s ability to obtain Letters of Credit shall be issued on a sight basis only. The Borrowersfully revolving, and accordingly the other Credit Parties and the Lender hereby acknowledge and agree that all Existing Borrower may obtain Letters of Credit shall constitute to replace Letters of Credit under this Agreement on that have expired or that have been drawn upon and after the Effective Date with the same effect as if such Existing Letters of Credit were issued by Issuing Lender at the request of the Borrowers on the Effective Datereimbursed.

Letters of Credit. During the Revolving Commitment Period, (ai) Subject subject to and upon the terms and conditions set forth herein, (iA) the L/C Issuer agrees, in reliance upon the agreements of the Revolving Lenders set forth in this Section 2.01(b) and Section 2.03 (A) to issue Letters of Credit may be for the account of a Borrower on any Business Day, (B) to amend or renew Letters of Credit previously issued on the Effective Date in order hereunder, and (C) to backstop or replace existing letters honor drafts under Letters of credit issued under facilities no longer available to the Borrowers as of the Effective Date Credit; and (ii) the Company (on behalf Revolving Lenders severally agree to purchase from the L/C Issuer a participation interest in the Letters of the Borrowers) may request Credit issued hereunder in an amount equal to such Lender’s Revolving Commitment Percentage thereof; provided that an Issuing Lender issue, at any time and from time to time after the Effective Date and prior to the 30th day prior to the Final Maturity Date, for the joint and several account of the Borrowers and for the benefit of (A) any holder (or any trustee, agent or other similar representative for any such holders) the aggregate principal amount of L/C Supportable ObligationsObligations shall not exceed ten percent (10%) of the Aggregate Revolving Committed Amount (the “L/C Committed Amount”), an irrevocable standby letter of credit, in a form customarily used by such Issuing Lender or in such other form as is reasonably acceptable to such Issuing Lender, and (B) sellers of goods with regard to the Borrowers or any of their Subsidiaries, an irrevocable trade letter of credit, in a form customarily used by such Issuing Lender or in such other form as has been approved by such Issuing Lender (each such letter of credit, a “Letter of Credit” and, Revolving Lenders collectively, the “Letters aggregate principal amount of Credit”Revolving Obligations shall not exceed the lesser of (x) the Aggregate Revolving Committed Amount and (providedy) the Borrowing Base Amount for such date, that without limiting (C) with regard to each Revolving Lender individually, such Lender’s Revolving Commitment Percentage of Revolving Obligations shall not exceed its respective Revolving Committed Amount and (D) the joint Total Outstandings shall not exceed the Borrowing Base Amount. Subject to the terms and several nature of conditions hereof, the Borrowers’ obligations in respect of the Letters of Credit, any particular Letter of Credit may name only one or more Borrowers as the account party therein). All ability to obtain Letters of Credit shall be issued on a sight basis only. The Borrowersfully revolving, and accordingly the other Credit Parties and the Lender hereby acknowledge and agree that all Existing Borrowers may obtain Letters of Credit shall constitute to replace Letters of Credit under this Agreement on that have expired (or will expire within sixty (60) days) or that have been drawn upon and after the Effective Date with the same effect as if such Existing Letters of Credit were issued by Issuing Lender at the request of the Borrowers on the Effective Datereimbursed.

Letters of Credit. (ai) Subject to and upon the terms and conditions set forth herein, (iA) Letters on the Closing Date, each Existing Letter of Credit may be issued on shall remain outstanding, in accordance with its terms, and shall constitute a Letter of Credit hereunder; (B) each LC Issuing Bank agrees, in reliance upon the Effective Date in order to backstop or replace existing letters of credit issued under facilities no longer available to the Borrowers as agreements of the Effective Date and Revolving Lenders set forth in this Section 2.3, (ii1) the Company (on behalf of the Borrowers) may request that an Issuing Lender issue, at any time and from time to time after on any Business Day during the Effective period from the Closing Date and prior until the Letter of Credit Expiration Date, to issue Letters of Credit denominated in Dollars or in Canadian Dollars (subject to the 30th day prior to the Final Maturity Date, limitations set forth below) for the joint and several account of the Borrowers US Borrower, Canada Borrower or their respective Affiliates in an aggregate stated amount not to exceed such LC Issuing Bank’s “Revolving Loan and for the benefit Letter of (Credit Commitment” set forth on Appendix A) any holder (, and to amend or any trustee, agent or other similar representative for any such holders) extend Letters of L/C Supportable Obligations, an irrevocable standby letter of creditCredit previously issued by it, in a form customarily used by such accordance with Section 2.3(b) below and the applicable LC Issuing Lender or in such other form as is reasonably acceptable to such Issuing LenderBanks shall continue any Existing Letters of Credit, and (B2) sellers of goods to the Borrowers or any of their Subsidiaries, an irrevocable trade letter of credit, in a form customarily used by such Issuing Lender or in such other form as has been approved by such Issuing Lender (each such letter of credit, a “Letter of Credit” and, collectively, the “Letters of Credit”) (provided, that without limiting the joint and several nature of the Borrowers’ obligations in respect of honor drawings under the Letters of Credit; and (C) the Revolving Lenders severally agree to participate in Letters of Credit issued for the account of US Borrower or Canada Borrower or their respective Affiliates and any drawings thereunder; provided that, in the case of clause (B)(1) above, after giving effect to any particular Credit Extension with respect to any Letter of Credit, (w) solely with respect to Letters of Credit issued in support of obligations of Affiliates of the US Borrower or Canada Borrower that are not Credit Parties or Restricted Subsidiaries, the requirements of Section 6.4(c) shall have been satisfied as of the date of such issuance, (x) the Total Utilization of Revolving Commitments shall not exceed the Revolving Commitments then in effect and (y) the L/C Obligations shall not exceed the L/C Sublimit then in effect. Each request by US Borrower or Canada Borrower for the issuance, amendment or extension of a Letter of Credit may name only one shall be deemed to be a representation by US Borrower or more Borrowers Canada Borrower (as applicable) that the account party thereinCredit Extension so requested complies with the conditions set forth in clauses (x) and (y). All Within the foregoing limits, and subject to the terms and conditions hereof, US Borrower’s and Canada Borrower’s ability to obtain Letters of Credit shall be issued on a sight basis only. The Borrowersfully revolving, and accordingly US Borrower and Canada Borrower may, during the other Credit Parties and the Lender hereby acknowledge and agree that all Existing foregoing period, obtain Letters of Credit shall constitute to replace Letters of Credit under this Agreement on that have expired or that have been drawn upon and after reimbursed. Subject to the Effective Date with L/C Sublimit, the same effect US Borrower or Canada Borrower, and any Revolving Lender, may agree to and amend Appendix A to establish or increase (as if such Existing the case may be) a commitment to issue Letters of Credit were issued by Issuing Lender at such Revolving Lender, which, for the request avoidance of doubt, shall not require the Borrowers on the Effective Dateconsent of any other Person.

Letters of Credit. (a) Subject to and upon the terms and conditions set forth hereinof this Agreement, (i) Letters of Credit may be issued on the Effective Date in order Issuing Lender agrees to backstop or replace existing issue letters of credit issued under facilities no longer available to the Borrowers as of the Effective Date and (ii) the Company (on behalf of the Borrowers) may request that an Issuing Lender issue, at any time and from time to time after the Effective Date and prior to the 30th day prior to the Final Maturity Date, for the joint and several account of the Borrowers and for the benefit of (Aeach, an "L/C") any holder or to purchase participations or execute indemnities or reimbursement obligations (or any trusteeeach such undertaking, agent or other similar representative for any such holders) of an "L/C Supportable Obligations, an irrevocable standby letter Undertaking") solely with respect to the Existing Letters of creditCredit. Notwithstanding anything to the contrary contained herein, in a form customarily used by such no event shall Issuing Lender or any other Lender be required to issue any L/C or L/C Undertaking (or otherwise advance any credit in such respect thereof) after the Closing Date other form as is reasonably acceptable than with respect to such Issuing Lenderthe Existing Letters of Credit, and (B) sellers once any portion of goods to the Borrowers LC Obligations has been paid or any of their Subsidiaries, an irrevocable trade letter of credit, in a form customarily used by such prepaid it may not be reborrowed. If Issuing Lender or in such other form as has been approved by such Issuing Lender (each such letter of credit, is obligated to advance funds under a “Letter of Credit” , Borrowers immediately shall reimburse such L/C Disbursement to Issuing Lender upon receiving written or telephonic notice of such L/C Disbursement by paying to Agent an amount equal to such L/C Disbursement not later than 11:00 a.m., California time, on the date that such L/C Disbursement is made, provided, that Administrative Borrower has received written or telephonic notice of such L/C Disbursement prior to 10:00 a.m., California time, on such date, or, if such notice has not been received by Administrative Borrower prior to such time on such date, then not later than 11:00 a.m., California time, on the Business Day immediately following the day that Administrative Borrower receives such notice, pursuant to the foregoing, and, in the absence of such reimbursement, the L/C Disbursement immediately and automatically shall be deemed to be an Obligation hereunder (an "LC Obligation" and, collectively, the “Letters of Credit”"LC Obligations") and, thereafter, shall bear interest at the rate then applicable to Base Rate Loans under Section 2.6 (provided, that without limiting the joint and several nature of the Borrowers’ obligations subject to conversion to LIBOR Rate Loans in respect of the Letters of Credit, any particular Letter of Credit may name only one or more Borrowers as the account party thereinaccordance with Section 2.13). All Letters of Credit To the extent an L/C Disbursement is deemed to be an LC Obligation hereunder, Borrowers' obligation to reimburse such L/C Disbursement shall be issued on a sight basis onlydischarged and replaced by the resulting LC Obligation. The BorrowersPromptly following receipt by Agent of any payment from Borrowers pursuant to this paragraph, Agent shall distribute such payment to the other Credit Parties Issuing Lender or, to the extent that Lenders have made payments pursuant to Section 2.12(c) to reimburse the Issuing Lender, then to such Lenders and the Lender hereby acknowledge and agree that all Existing Letters of Credit shall constitute Letters of Credit under this Agreement on and after the Effective Date with the same effect as if such Existing Letters of Credit were issued by Issuing Lender at the request of the Borrowers on the Effective Dateas their interests may appear.

Letters of Credit. (a) Subject On the Closing Date, SunTrust Bank, as the Issuing Bank of the Existing Letters of Credit, in reliance upon the agreements of the other Lenders pursuant to and upon Section 2.22(d), agrees to continue the prior issuance of the Existing Letters of Credit on the terms and conditions set forth herein, (i) Letters of Credit may be issued on the Effective Date in order to backstop or replace existing letters of credit issued under facilities no longer available to the Borrowers as of the Effective Date and (ii) the Company (on behalf of the Borrowers) may request that an Issuing Lender issue, at any time and from time to time after the Effective Date and prior to the 30th day prior to the Final Maturity Date, for the joint and several account of the Borrowers and for the benefit of (A) any holder (or any trustee, agent or other similar representative for any such holders) of L/C Supportable Obligations, an irrevocable standby letter of credit, in a form customarily used by such Issuing Lender or in such other form as is reasonably acceptable to such Issuing Lender, and (B) sellers of goods to the Borrowers or any of their Subsidiaries, an irrevocable trade letter of credit, in a form customarily used by such Issuing Lender or in such other form as has been approved by such Issuing Lender (each such letter of credit, a “Letter of Credit” and, collectively, the “Letters of Credit”) (provided, that without limiting the joint and several nature of the Borrowers’ obligations in respect of the Letters of Credit, any particular Letter of Credit may name only one or more Borrowers as the account party therein). All Existing Letters of Credit shall be deemed to have been issued on a sight basis only. The Borrowerspursuant hereto, the other Credit Parties and the Lender hereby acknowledge and agree that all Existing Letters of Credit shall constitute Letters of Credit under this Agreement on from and after the Effective Closing Date with shall be subject to and governed by the same effect as if such Existing Letters terms and conditions hereof. Thereafter during the Availability Period, the Issuing Bank, in reliance upon said agreements of Credit were issued by Issuing Lender the other Lenders pursuant to Section 2.22(d), agrees to issue, at the request of the Borrowers Borrower, Letters of Credit for the account of the Borrower or any Subsidiary Loan Party on the Effective terms and conditions hereinafter set forth; provided, that (i) each Letter of Credit shall expire on the earlier of (A) the date one year after the date of issuance of such Letter of Credit (or in the case of any renewal or extension thereof, one year after such renewal or extension) and (B) the date that is five (5) Business Days prior to the Commitment Termination Date; (ii) each Letter of Credit may be in any stated amount subject, however, to the provisions of clause (iii) hereof; (iii) neither the Borrower nor any Subsidiary Loan Party may request any Letter of Credit, if, after giving effect to such issuance (A) the aggregate LC Exposure would exceed the LC Commitment or (B) the sum of the aggregate outstanding Revolving Credit Exposures of all Lenders would exceed the Aggregate Revolving Commitments; and (iv) if at the time of such request any Lender is a Defaulting Lender or any Person that Controls such Lender is a Distressed Person, the Issuing Bank shall have entered into arrangements satisfactory to the Issuing Bank (in its sole discretion) with the Borrower or such Lender to eliminate the Issuing Bank’s actual or potential risk with respect to such Lender. Upon the issuance of each Letter of Credit (which, as set forth in the definition thereof, includes each Existing Letter of Credit set forth on Schedule 2.22), each Lender shall be deemed to, and hereby irrevocably and unconditionally agrees to, purchase from the Issuing Bank without recourse a participation in such Letter of Credit equal to such Lender’s Pro Rata Share of the aggregate amount available to be drawn under such Letter of Credit. Each issuance of a Letter of Credit shall be deemed to utilize the Revolving Commitment of each Lender by an amount equal to the amount of such participation.

Letters of Credit. On and after the Amendment No. 6 Effective Date, (ax) each L/C Issuer, in reliance upon the commitments of the Revolving Lenders set forth herein, agrees (A) to issue Letters of Credit for the account of the Parent Borrower (or for the account of any member of the Consolidated Group, but in such case the Parent Borrower will remain obligated to reimburse such L/C Issuer for any and all drawings under such Letter of Credit, and the Parent Borrower acknowledges that the issuance of Letters of Credit for the account of members of the Consolidated Group inures to the benefit of the Parent Borrower, and the Parent Borrower acknowledges that the Parent Borrower’s business derives substantial benefits from the business of such members of the Consolidated Group) on any Business Day, (B) to amend or extend Letters of Credit previously issued hereunder, and (C) to honor drawings under Letters of Credit; and (y) each L/C Revolving Lender severally agrees to purchase from the such L/C Issuer a participation interest in each Letter of Credit issued hereunder in an amount equal to the Dollar Equivalent of such L/C Revolving Lender’s L/C Commitment Percentage thereof (and, in each case, with respect to the purchase of a participation in any Alternative Currency Letter of Credit, the purchase of such participation will also occur on each Revaluation Date); provided that (A) the Outstanding Amount of L/C Obligations shall not exceed ONE HUNDRED FIFTY MILLION DOLLARS ($150 MILLION) (as such amount may be decreased in accordance with the provisions hereof, the “L/C Sublimit”), (B) the Outstanding Amount of all Alternative Currency L/C Obligations shall not exceed the Alternative Currency L/C Sublimit, (C) with regard to the Revolving Lenders collectively, the Outstanding Amount of Revolving Obligations shall not exceed the Aggregate Revolving Committed Amount, (D) with regard to each Revolving Lender individually, such Revolving Lender’s Aggregate Revolving Commitment Percentage of Revolving Obligations shall not exceed its respective Aggregate Revolving Committed Amount, (E) the Outstanding Amount of all Dollar Revolving Obligations shall not exceed the Dollar Equivalent of the Aggregate Dollar Revolving Committed Amount, (F) the Outstanding Amount of all Limited Currency Revolving Obligations shall not exceed the Dollar Equivalent of the Aggregate Limited Currency Revolving Committed Amount, (G) [Reserved], (H) the L/C Obligations do not exceed the L/C Committed Amount, and (I) no L/C Issuer shall be required to (but, in its sole discretion, may) issue, amend, extend or increase any Letter of Credit, if after giving effect thereto, there would be L/C Obligations arising from Letters of Credit issued by such L/C Issuer in excess of its Letter of Credit Cap (provided that this clause (I) shall not be construed to invalidate any L/C Obligations of any L/C Issuer in place as of the Amendment No. 6 Effective Date). Subject to and upon the terms and conditions set forth herein, (i) Letters of Credit may be issued on the Effective Date in order to backstop or replace existing letters of credit issued under facilities no longer available to the Borrowers as of the Effective Date and (ii) the Company (on behalf of the Borrowers) may request that an Issuing Lender issue, at any time and from time to time after the Effective Date and prior to the 30th day prior to the Final Maturity Date, for the joint and several account of the Borrowers and for the benefit of (A) any holder (or any trustee, agent or other similar representative for any such holders) of L/C Supportable Obligations, an irrevocable standby letter of credit, in a form customarily used by such Issuing Lender or in such other form as is reasonably acceptable to such Issuing Lender, and (B) sellers of goods to the Borrowers or any of their Subsidiaries, an irrevocable trade letter of credit, in a form customarily used by such Issuing Lender or in such other form as has been approved by such Issuing Lender (each such letter of credit, a “Letter of Credit” and, collectivelyhereof, the “Letters of Credit”) (provided, that without limiting the joint and several nature of the Borrowers’ obligations in respect of the Letters of Credit, any particular Letter of Credit may name only one or more Borrowers as the account party therein). All Parent Borrower’s ability to obtain Letters of Credit shall be issued on a sight basis only. The Borrowersfully revolving, and accordingly the other Credit Parties and the Lender hereby acknowledge and agree that all Existing Parent Borrower may obtain Letters of Credit shall constitute to replace Letters of Credit under this Agreement on that have expired or that have been drawn upon and after the Effective Date with the same effect as if such Existing Letters of Credit were issued by Issuing Lender at the request of the Borrowers on the Effective Datereimbursed.

Letters of Credit. (a) The Letter of Credit Commitment. (i) Subject to and upon the terms and conditions set forth herein, (iA) Letters of Credit may be issued on each L/C Issuer agrees, in reliance upon the Effective Date in order to backstop or replace existing letters of credit issued under facilities no longer available to the Borrowers as agreements of the Effective Date and other Revolving Credit Lenders set forth in this Section 2.03, (ii1) the Company (on behalf of the Borrowers) may request that an Issuing Lender issue, at any time and from time to time after on any Business Day during the Effective period from the Closing Date and prior to until the 30th day prior to the Final Maturity Letter of Credit Expiration Date, to issue Letters of Credit for the joint and several account of the Borrowers and for the benefit of (A) any holder (Borrower or any trustee, agent or other similar representative for any such holders) Restricted Subsidiary of the Borrower (provided that the Borrower hereby irrevocably agrees to be bound jointly and severally to reimburse the applicable L/C Supportable Obligations, an irrevocable standby letter Issuer for amounts drawn on any Letters of creditCredit issued for the account of Restricted Subsidiaries) and to amend or renew Letters of Credit previously issued by it, in a form customarily used by such Issuing Lender or in such other form as is reasonably acceptable accordance with Section 2.03(b), and (2) to such Issuing Lender, honor drafts under the Letters of Credit; and (B) sellers the Revolving Credit Lenders severally agree to participate in Letters of goods Credit issued for the account of the Borrower or such Restricted Subsidiary; provided that no L/C Issuer shall be obligated to the Borrowers or make any of their Subsidiaries, an irrevocable trade letter of credit, in a form customarily used by such Issuing Lender or in such other form as has been approved by such Issuing Lender (each such letter of credit, a “L/C Credit Extension with respect to any Letter of Credit” and, collectively, the “Letters of Credit”) (provided, that without limiting the joint and several nature of the Borrowers’ obligations no Lender shall be obligated to participate in respect of the Letters of Credit, any particular Letter of Credit may name only one if as of the date of such L/C Credit Extension, (x) the Total Outstandings would exceed the Aggregate Commitments, (y) the aggregate Outstanding Amount of the Revolving Credit Loans of any Lender, plus such Lender’s Pro Rata Share of the Outstanding Amount of all L/C Obligations, plus such Lender’s Pro Rata Share of the Outstanding Amount of all Swing Line Loans would exceed such Lender’s Revolving Credit Commitment, or more Borrowers as (z) the account party therein)Outstanding Amount of the L/C Obligations would exceed the Letter of Credit Sublimit. All Within the foregoing limits, and subject to the terms and conditions hereof, the Borrower’s ability to obtain Letters of Credit shall be issued on a sight basis onlyfully revolving, and accordingly the Borrower may, during the foregoing period, obtain Letters of Credit to replace Letters of Credit that have expired or that have been drawn upon and reimbursed. The Borrowers, the other Credit Parties and the Lender hereby acknowledge and agree that all All Existing Letters of Credit shall constitute Letters of Credit under this Agreement on be deemed to have been issued pursuant hereto, and from and after the Effective Closing Date with shall be subject to and governed by the same effect as if such Existing Letters of Credit were issued by Issuing Lender at the request of the Borrowers on the Effective Dateterms and conditions hereof.

Letters of Credit. Upon notice to Administrative Agent, any Applicable Lender that is an Accelerating Lender may draw on a letter of credit posted for its benefit upon demand to the applicable issuing bank (athe “Requested Draw”) Subject to and upon receipt of any such Requested Draw, apply any such amounts to such Applicable Lender’s Advances (and the terms Advances of all Agented Lenders with respect to such Applicable Lender). If upon receipt of the Requested Draw, the amount so received is in excess of such Applicable Lender’s (and conditions set forth hereinits Agented Lender’s) Advances (or other Obligations then due and owing such Lenders), pay any such excess amounts to the Administrative Agent to be applied as provided in Section 7.03(a) (iexcept that, solely for purposes of applying such excess, the references to “Lenders” in clauses Second, Third and Fourth of such Section 7.03(a) will be deemed to refer to all Lenders other than such Applicable Lender and any Agented Lender with respect to such Applicable Lender, for so long as the Obligations of such Lenders (other than such Applicable Lender and any Agented Lender with respect to such Applicable Lender) have not been indefeasibly paid in full). In the event that any Applicable Lender is not a named beneficiary to any Eligible Letter of Credit because it has become a Lender subsequent to the issue date of such Eligible Letter of Credit or if the amount of any Eligible Letter of Credit needs to be adjusted in amount as a result of an assignment among Lenders that alters the Pro Rata Basis among Lenders, the Loan Parties and the assigning Lender shall use commercially reasonable efforts to replace or revise such Eligible Letter of Credit to allow such Applicable Lender to be a named beneficiary thereunder (or to revise the amounts of such Eligible Letters of Credit may be issued on Credit) as soon as practicable after such assignment and until such placements are made, the Effective Date in order assigning Lender shall act as Applicable Lender for such Agented Lender with respect to backstop any non-replaced or replace existing letters of credit issued under facilities no longer available to the Borrowers as of the Effective Date and (ii) the Company (on behalf of the Borrowers) may request that an Issuing Lender issue, at any time and from time to time after the Effective Date and prior to the 30th day prior to the Final Maturity Date, for the joint and several account of the Borrowers and for the benefit of (A) any holder (or any trustee, agent or other similar representative for any such holders) of L/C Supportable Obligations, an irrevocable standby revised letter of credit, in a form customarily used by such Issuing Lender or in such other form as is reasonably acceptable to such Issuing Lender, and (B) sellers of goods to the Borrowers or any of their Subsidiaries, an irrevocable trade letter of credit, in a form customarily used by such Issuing Lender or in such other form as has been approved by such Issuing Lender (each such letter of credit, a “Letter of Credit” and, collectively, the “Letters of Credit”) (provided, that without limiting the joint and several nature of the Borrowers’ obligations in respect of the Letters of Credit, any particular Letter of Credit may name only one or more Borrowers as the account party therein). All Letters of Credit shall be issued on a sight basis only. The Borrowers, the other Credit Parties and the Lender hereby acknowledge and agree that all Existing Letters of Credit shall constitute Letters of Credit under this Agreement on and after the Effective Date with the same effect as if such Existing Letters of Credit were issued by Issuing Lender at the request of the Borrowers on the Effective Date.

Letters of Credit. (a) Subject to and upon the terms and conditions set forth hereinof this Agreement, (i) Letters of Credit may be issued on the Effective Date in order to backstop or replace existing letters of credit issued under facilities no longer available to the Borrowers as of the Effective Date and (ii) the Company (Issuing Lender, on behalf of the Borrowers) may request that an Issuing Lender issueRevolving Loan Lenders, at any time agrees to issue for the account of the Borrower during the period from and from time to time after including the Effective Date and to, but excluding, the date 30 days prior to the 30th day prior to the Final Maturity Date, for the joint and several account Revolving Loan Termination Date one or more letters of the Borrowers and for the benefit of (A) any holder (or any trustee, agent or other similar representative for any such holders) of L/C Supportable Obligations, an irrevocable standby letter of credit, in a form customarily used by such Issuing Lender or in such other form as is reasonably acceptable to such Issuing Lender, and (B) sellers of goods to the Borrowers or any of their Subsidiaries, an irrevocable trade letter of credit, in a form customarily used by such Issuing Lender or in such other form as has been approved by such Issuing Lender credit (each such letter of credit, a “Letter of Credit”) up to a maximum aggregate Stated Amount at any one time outstanding not to exceed the L/C Commitment Amount. The existing letters of credit listed on Schedule 2.4(a) issued by KeyBank in its capacity as “Agent” and, collectivelyunder the Existing Credit Agreement (the “Prior Agent”) shall be deemed to be Letters of Credit issued hereunder and the Prior Agent and the Revolving Loan Lenders shall have the same rights and obligations with respect to such Letters of Credit as the Issuing Lender and Revolving Loan Lenders would have if such Letters of Credit had been issued after the date hereof. Notwithstanding anything to the contrary contained in this Section 2.4., the “Letters of Credit”) (providedIssuing Lender shall not be obligated to issue, that without limiting the joint and several nature of the Borrowers’ obligations in respect of the Letters of Creditamend, extend, renew or increase any particular Letter of Credit may name only one or more Borrowers as at a time when any other Revolving Loan Lender is a Defaulting Lender, unless the account party Issuing Lender is satisfied that the participation therein will otherwise be fully allocated to the Revolving Loan Lenders that are not Non-Defaulting Lenders consistent with Section 3.11.(c) and such Defaulting Lender shall have no participation therein). All Letters of Credit shall be issued on a sight basis only. The Borrowers, except to the other Credit Parties and extent the Issuing Lender hereby acknowledge and agree that all Existing Letters of Credit shall constitute Letters of Credit under this Agreement on and after the Effective Date has entered into arrangements with the same effect as if Borrower or such Existing Letters of Credit were issued by Defaulting Lender which are satisfactory to the Issuing Lender at in it good faith determination to eliminate the request Issuing Lender’s Fronting Exposure with respect to any such Defaulting Lender, including the delivery of the Borrowers on the Effective Datecash collateral.

Letters of Credit. (a) Subject to The Sub-Originator may request that the Purchase Price for Receivables sold on a Sale Date be paid by the Buyer procuring the issuance of a Letter of Credit by the LC Bank. Upon the request of the Sub-Originator, and upon on the terms and conditions set forth herein, (i) for issuing Letters of Credit may be issued under the Receivables Financing Agreement (including any limitations therein on the Effective Date in order amount of any such issuance), the Buyer agrees to backstop obtain from the SPV one or replace existing letters more Letters of credit Credit issued under facilities no longer available to by the Borrowers as of LC Bank on the Effective Date and (ii) Sale Dates specified by the Company (Sub-Originator, on behalf of the Borrowers) may request that an Issuing Lender issueSPV (and, at any time and from time to time after the Effective Date and prior to the 30th day prior to the Final Maturity Dateif applicable, for the joint and several benefit, or for the account of, the Sub-Originator or an Affiliate of the Borrowers and Sub-Originator that is acceptable to the LC Bank in its sole discretion) in favor of the beneficiaries elected by the Sub-Originator or such Affiliate of the Sub-Originator, with the consent of the Buyer. The aggregate stated amount of the Letters of Credit being issued on any Sale Date for the benefit of the Sub-Originator or an Affiliate of the Sub-Originator shall constitute a credit against the aggregate Purchase Price otherwise payable by the Buyer to the Sub-Originator on the following Payment Date pursuant to Section 3.2. To the extent that the aggregate stated amount of the Letters of Credit being issued during the Interest Period (Aor portion thereof) most recently ended prior to such Payment Date exceeds the aggregate Purchase Price payable by the Buyer to the Sub-Originator on such Payment Date, such excess shall be deemed to be a reduction in the Purchase Price payable on the Payment Dates immediately following the date any holder such Letter of Credit is issued. In the event that any such Letter of Credit issued pursuant to this Section 3.3 (i) expires or is cancelled or otherwise terminated with all or any portion of its stated amount undrawn, (ii) has its stated amount decreased (for a reason other than a drawing having been made thereunder) or (iii) the SPV’s Reimbursement Obligation in respect thereof is reduced for any reason other than by virtue of a payment made in respect of a drawing thereunder, then an amount equal to such undrawn amount or such reduction, as the case may be, shall be paid in cash to the Sub-Originator on the next Payment Date. Under no circumstances shall the Sub-Originator (or any trustee, agent Affiliate thereof (other than the SPV)) have any reimbursement or other similar representative for any such holders) of L/C Supportable Obligations, an irrevocable standby letter of credit, in a form customarily used by such Issuing Lender or in such other form as is reasonably acceptable to such Issuing Lender, and (B) sellers of goods to the Borrowers or any of their Subsidiaries, an irrevocable trade letter of credit, in a form customarily used by such Issuing Lender or in such other form as has been approved by such Issuing Lender (each such letter of credit, a “Letter of Credit” and, collectively, the “Letters of Credit”) (provided, that without limiting the joint and several nature of the Borrowers’ recourse obligations in respect of the Letters any Letter of Credit, any particular Letter of Credit may name only one or more Borrowers as the account party therein). All Letters of Credit shall be issued on a sight basis only. The Borrowers, the other Credit Parties and the Lender hereby acknowledge and agree that all Existing Letters of Credit shall constitute Letters of Credit under this Agreement on and after the Effective Date with the same effect as if such Existing Letters of Credit were issued by Issuing Lender at the request of the Borrowers on the Effective Date.

Letters of Credit. (a) Subject to and upon On the terms and conditions set forth herein, (i) Letters of Credit may be issued on the Effective Date in order to backstop or replace existing letters of credit issued under facilities no longer available to the Borrowers as of the Effective Date and (ii) the Company (on behalf of the Borrowers) may request that an Issuing Lender issue, at any time and from time to time after the Effective Date and prior to the 30th day prior to the Final Maturity Closing Date, for the joint each of Citibank and several account of the Borrowers and for the benefit of (A) any holder (or any trusteeJPMorgan Chase Bank, agent or other similar representative for any such holders) of L/C Supportable Obligations, an irrevocable standby letter of creditN.A., in a form customarily used by such Issuing Lender or in such other form their respective capacities as is reasonably acceptable to such Issuing Lender, and (B) sellers issuers of goods to the Borrowers or any of their Subsidiaries, an irrevocable trade letter of credit, in a form customarily used by such Issuing Lender or in such other form as has been approved by such Issuing Lender (each such letter of credit, a “Letter of Credit” and, collectively, the “Letters of Credit”) (provided, that without limiting the joint and several nature of the Borrowers’ obligations in respect of the Existing DIP Letters of Credit, shall be deemed, without further action by any particular party hereto, to have sold to each of the Revolving Credit Lenders, and each Revolving Credit Lender shall be deemed, without further action by any party hereto, to have purchased from each of them, a participation (on the terms specified in this Section 2.05) in each Existing DIP Letter of Credit may name only one or more Borrowers as issued by them equal to such Revolving Credit Lender’s Class Percentage thereof. Concurrently with such sale, the account party therein). All participations in the Existing DIP Letters of Credit sold pursuant to the terms of the DIP Facility to the lenders party thereto shall be issued on a sight basis onlyautomatically cancelled without further action by any of the parties hereto. The Borrowers, the other Each Revolving Credit Parties Lender acknowledges and the Lender hereby acknowledge and agree agrees that all its obligation to acquire participations in Existing DIP Letters of Credit pursuant to this subsection is absolute and unconditional and shall constitute not be affected by any circumstance whatsoever, including the occurrence and continuance of a Default or reduction or termination of the Revolving Credit Commitments, and that each payment by a Revolving Credit Lender to acquire such participations shall be made without any offset, abatement, withholding or reduction whatsoever. On the Closing Date, the participations in the Existing Prepetition Letters of Credit under this Agreement on and after sold by the Effective Date with applicable Existing Fronting Bank pursuant to the same effect as if such Existing Letters of Credit were issued by Issuing Lender at the request terms of the Borrowers on Prepetition Credit Agreement to the Effective Datelenders party thereto shall be automatically cancelled without further action by any of the parties hereto.

Letters of Credit. (a) Subject to and upon the terms and conditions set forth herein, (i) each Issuing Bank agrees, in reliance upon the agreements of the other Banks set forth in Section 2.20, (A) from time to time on any Domestic Business Day during the period from the Amendment Effective Date until the Letter of Credit Expiration Date, to make L/C Credit Extensions either (i) for the account of the Borrower, its Consolidated Entities, its Members or members of its Consolidated Entities or (ii) in support of a letter of credit issued by the Borrower as a back-up confirmation or backup credit support of such letter of credit (“Back-Up Letter of Credit”), and to amend or extend Letters of Credit may be previously issued on by it, in accordance with Section 2.20(a)(i) and (ii), and (B) to honor drawings under the Effective Date in order to backstop or replace existing letters Letters of credit Credit issued under facilities no longer available to the Borrowers as of the Effective Date by it; and (ii) the Company (on behalf Banks severally agree to participate in Letters of the Borrowers) may request that an Issuing Lender issue, at any time and from time to time after the Effective Date and prior to the 30th day prior to the Final Maturity Date, Credit issued for the joint and several account of the Borrowers Borrower, its Consolidated Entities, its Members or members of its Consolidated Entities and for the benefit of (A) any holder (or any trustee, agent or other similar representative for any such holders) of L/C Supportable Obligations, an irrevocable standby letter of credit, in a form customarily used by such Issuing Lender or in such other form as is reasonably acceptable Borrowings thereunder; provided that after giving effect to such Issuing Lender, and (B) sellers of goods any L/C Credit Extension with respect to the Borrowers or any of their Subsidiaries, an irrevocable trade letter of credit, in a form customarily used by such Issuing Lender or in such other form as has been approved by such Issuing Lender (each such letter of credit, a “Letter of Credit” and, collectively(1) the sum of (x) the aggregate principal amount of Revolving Loans of any Bank, the “Letters of Credit”plus (y) (provided, that without limiting the joint and several nature such Bank’s Pro Rata Share of the Borrowers’ obligations in respect Outstanding Amount of all L/C Obligations shall not exceed such Bank’s Commitment, (2) the Letters Outstanding Amount of Credit, any particular all L/C Obligations shall not exceed the Letter of Credit may name only one or more Borrowers as Sublimit and (3) the account party therein). All Outstanding Amount of all L/C Obligations of each Initial Issuing Bank shall not exceed the Initial Issuing Bank Sublimit of such Initial Issuing Bank unless otherwise agreed by such Initial Issuing Bank; provided, further that the 2017 Banks agreement to purchase participations in Letters of Credit shall be issued on limited to their Pro Rata Share of any Letters of Credit with an expiration date that is no later than five Domestic Business Days prior to the 2017 Commitment Termination Date and is otherwise subject to the limitations set forth in Section 3.03(d). Each request by the Borrower for the issuance of, or an amendment to increase the amount of, any Letter of Credit shall be deemed to be a sight basis onlyrepresentation by the Borrower that the L/C Credit Extension so requested complies with the condition set forth in the proviso to the preceding sentence. The BorrowersWithin the foregoing limits, and subject to the terms and conditions hereof, the other Credit Parties and the Lender hereby acknowledge and agree that all Existing Borrower’s ability to obtain Letters of Credit shall constitute be fully revolving, and accordingly the Borrower may, during the foregoing period, obtain Letters of Credit under this Agreement on and after the Effective Date with the same effect as if such Existing to replace Letters of Credit were issued by that have expired or that have been drawn upon and reimbursed. Notwithstanding anything to the contrary herein, no Issuing Lender at the request Bank shall issue any Letter of the Borrowers on the Effective DateCredit other than a Standby Letter of Credit.

Letters of Credit. (a) Subject to and upon the terms and conditions set forth herein, (i) the Issuing Bank agrees, in reliance upon the agreements of the Lenders set forth in this §3, (A) from time to time on any Business Day during the period from the Closing Date until the Maturity Date, to issue Letters of Credit may be issued on denominated in Dollars or in one or more Alternative Currencies for the Effective Date in order to backstop or replace existing letters of credit issued under facilities no longer available to the Borrowers as account of the Effective Date Borrower, and to amend or extend Letters of Credit previously issued by it, in accordance with §3.2 below, and (B) to honor drawings under the Letters of Credit; and (ii) the Company (on behalf Lenders severally agree to participate in Letters of the Borrowers) may request that an Issuing Lender issue, at any time and from time to time after the Effective Date and prior to the 30th day prior to the Final Maturity Date, Credit issued for the joint and several account of the Borrowers Borrower and for any drawings thereunder; provided that at no time shall the benefit Maximum Drawing Amount of (A) any holder (or any trustee, agent or other similar representative for any such holders) of L/C Supportable Obligations, an irrevocable standby letter of credit, in a form customarily used by such Issuing Lender or in such other form as is reasonably acceptable to such Issuing Lender, and (B) sellers of goods to the Borrowers or any of their Subsidiaries, an irrevocable trade letter of credit, in a form customarily used by such Issuing Lender or in such other form as has been approved by such Issuing Lender (each such letter of credit, a “Letter of Credit” and, collectively, the “all Letters of Credit”) (provided, that without limiting Credit outstanding exceed the joint and several nature of the Borrowers’ obligations in respect of the Letters of Credit, any particular Letter of Credit may name only one Sublimit or, if less, the Total Commitment, and provided further that, at no time shall the sum of (a) the Dollar Equivalent of the aggregate principal amount of all Syndicated Loans outstanding, plus (b) the aggregate principal amount of all Swing Line Loans outstanding, plus (c) the aggregate principal amount of all Competitive Bid Loans outstanding, plus (d) the aggregate Maximum Drawing Amount and all Unpaid Reimbursement Obligations exceed the Total Commitment then in effect, and provided further that, subject to §2.6 hereof, at no time shall the sum of (x) the Dollar Equivalent of the aggregate principal amount of all Syndicated Loans denominated in Alternative Currencies outstanding plus (y) the aggregate Maximum Drawing Amount of all Letters of Credit denominated in Alternative Currencies and all Unpaid Reimbursement Obligations with respect to Letters of Credit denominated in Alternative Currencies exceed the Alternative Currency Sublimit. Each request by the Borrower for the issuance or more Borrowers as amendment of a Letter of Credit shall be deemed to be a representation by the account party therein)Borrower that the issuance or amendment so requested complies with the conditions set forth in the proviso to the preceding sentence. All Within the foregoing limits, and subject to the terms and conditions hereof, the Borrower’s ability to obtain Letters of Credit shall be issued on a sight basis only. The Borrowersfully revolving, and accordingly the other Credit Parties and Borrower may, during the Lender hereby acknowledge and agree that all Existing foregoing period, obtain Letters of Credit shall constitute to replace Letters of Credit under this Agreement on that have expired or will expire or that have been drawn upon and after the Effective Date with the same effect as if such Existing Letters of Credit were issued by Issuing Lender at the request of the Borrowers on the Effective Datereimbursed.

Letters of Credit. (a) The Letter of Credit Commitment. (i) Subject to and upon the terms and conditions set forth herein, (iA) the L/C Issuer agrees, in reliance upon the agreements of the Revolving Credit Lenders under the applicable Revolving Credit Facility set forth in this Section 2.03, to honor drawings, payments or disbursements, as applicable, under the Letters of Credit may be issued on the Effective Date in order to backstop or replace existing letters of credit issued under facilities no longer available to the Borrowers as of the Effective Date and (ii) the Company (on behalf of the Borrowers) may request that an Issuing Lender issue, at any time and from time to time after the Effective Date and prior to the 30th day prior to the Final Maturity Date, for the joint and several account of the Borrowers and for the benefit of (A) any holder (or any trustee, agent or other similar representative for any such holders) of L/C Supportable Obligations, an irrevocable standby letter of credit, in a form customarily used by such Issuing Lender or in such other form as is reasonably acceptable to such Issuing Lender, Revolving Credit Facility; and (B) sellers (i) with respect to a request for a Letter of goods to Credit (which may include bank guarantees issued in connection with transactions outside of the Borrowers United States) by the US Borrower or any the European Borrower in respect of their Subsidiaries, an irrevocable trade letter of credit, in a form customarily used by such Issuing Lender or in such other form as has been approved by such Issuing Lender the Multicurrency RCF Commitments (each such letter of credit, a “Multicurrency RCF Letter of Credit”), the Multicurrency RCF Lenders severally agree to participate in Multicurrency RCF Letters of Credit issued for the account of the US Borrower and for the account of the European Borrower, and any drawings, payments or disbursements, as applicable, thereunder and (ii) with respect to a request for a Letter of Credit by the US Borrower in respect of the US Dollar RCF Commitments (each such letter of credit, a “US Dollar RCF Letter of Credit” and, collectivelytogether with the Multicurrency RCF Letters of Credit, the “Letters of Credit”), the US Dollar RCF Lenders severally agree to participate in US Dollar RCF Letters of Credit issued for the account of the US Borrower, and any drawings, payments or disbursements, as applicable, thereunder; provided that after giving effect to any L/C Credit Extension with respect to any Letter of Credit, (i) the Total Multicurrency RCF Outstandings shall not exceed the Multicurrency Revolving Credit Facility, (providedii) the Total US Dollar RCF Outstandings shall not exceed the US Dollar Revolving Credit Facility, (iii) the aggregate Outstanding Amount of the Multicurrency RCF Loans of any Multicurrency RCF Lender, plus such Lender’s Applicable Percentage of the Outstanding Amount of all Multicurrency RCF L/C Obligations, plus such Lender’s Applicable Percentage of the Outstanding Amount of all Multicurrency RCF Swing Line Loans shall not exceed such Lender’s Multicurrency RCF Commitment, (iv) the aggregate Outstanding Amount of the US Dollar RCF Loans of any US Dollar RCF Lender, plus such Lender’s Applicable Percentage of the Outstanding Amount of all US Dollar RCF L/C Obligations, plus such Lender’s Applicable Percentage of the Outstanding Amount of all US Dollar RCF Swing Line Loans shall not exceed such Lender’s US Dollar RCF Commitment and (v) the Outstanding Amount of the sum of (x) the Multicurrency RCF L/C Obligations and (y) the US Dollar RCF L/C Obligations, shall not exceed the Letter of Credit Sublimit. Each request by a Borrower for the issuance or amendment of a Letter of Credit shall be deemed to be a representation by such Borrower that without limiting the joint L/C Credit Extension so requested complies with the conditions set forth in the proviso to the preceding sentence. Within the foregoing limits, and several nature of subject to the terms and conditions hereof, the Borrowers’ obligations in respect of the Letters of Credit, any particular Letter of Credit may name only one or more Borrowers as the account party therein). All ability to obtain Letters of Credit shall be issued on a sight basis only. The Borrowersfully revolving, and accordingly the other Credit Parties and Borrowers may, during the Lender hereby acknowledge and agree that all Existing Availability Period, obtain Letters of Credit shall constitute to replace Letters of Credit under this Agreement on that have expired or that have been drawn upon or payments or disbursements made in respect of, as applicable, and after the Effective Date with the same effect as if such Existing Letters of Credit were issued by Issuing Lender at the request of the Borrowers on the Effective Datereimbursed.

Letters of Credit. (ai) Subject to and upon Each Issuing Bank agrees, on the terms and conditions hereinafter set forth, in reliance upon the agreements of the Revolving Credit Lenders set forth hereinin this Agreement, to issue one or more letters of credit denominated in Dollars in the form of (ix) Letters trade letters of Credit may be issued on credit in support of trade obligations of the Effective Date Borrower and its Subsidiaries incurred in order to backstop or replace existing the ordinary course of business (such letters of credit issued under facilities no longer available for such purposes, “Trade Letters of Credit”) and (y) standby letters of credit issued for any other lawful purposes of the Borrower and its Subsidiaries (such letters of credit issued for such purposes, “Standby Letters of Credit”; each such letter of credit issued hereunder, a “Letter of Credit” and collectively, the “Letters of Credit”) for its own account or for the account of any Subsidiary (in which case such Letter of Credit shall be deemed issued for the joint and several account of the Borrower and such Subsidiary) in a form reasonably acceptable to the Borrowers as of the Effective Date and (ii) the Company (on behalf of the Borrowers) may request that an applicable Issuing Lender issueBank, at any time and from time to time after during the Effective Date applicable Availability Period and prior to the 30th day date that is five (5) days prior to the Final Maturity Date, latest Termination Date in an aggregate Available Amount (i) for all Letters of Credit issued by each Issuing Bank not to exceed at any time the joint and several account of the Borrowers and for the benefit lesser of (A) any holder (or any trustee, agent or other similar representative for any the Letter of Credit Facility at such holders) of L/C Supportable Obligations, an irrevocable standby letter of credit, in a form customarily used by such Issuing Lender or in such other form as is reasonably acceptable to such Issuing Lender, time and (B) sellers such Issuing Bank’s Letter of goods Credit Commitment at such time and (ii) for each such Letter of Credit not to exceed an amount equal to the Borrowers or Unused Revolving Credit Commitments of the Revolving Credit Lenders; provided that if (i) the Termination Date has been extended as to some but not all Revolving Credit Lenders pursuant to Section 2.22 and (ii) the Borrower requests the issuance of a Letter of Credit which expires later than the Termination Date of any Revolving Credit Lender in effect prior to such extension, then compliance with clause (B) above shall be determined solely with reference to the Revolving Credit Lenders whose Revolving Credit Commitments have been so extended. If requested by an Issuing Bank, the Borrower shall also submit a Letter of their Subsidiaries, an irrevocable trade letter of credit, in a form customarily used by Credit Application on such Issuing Lender or Bank’s standard form in such other form as has been approved by such Issuing Lender (each such letter of credit, connection with any request for a “Letter of Credit” and. In the event of any inconsistency between the terms and conditions of this Agreement and the terms and conditions of any form of Letter of Credit Application or other agreement submitted by the Borrower to, collectivelyor entered into by the Borrower with, the “Letters of Credit”) (provided, that without limiting the joint and several nature of the Borrowers’ obligations in respect of the Letters an Issuing Bank relating to any Letter of Credit, the terms and conditions of this Agreement shall control. Notwithstanding anything herein to the contrary, each Issuing Bank shall have no obligation hereunder to issue, and shall not issue, any particular Letter of Credit may name only one the proceeds of which would be made available to any person (i) to fund any activity or more Borrowers as business of or with any Sanctioned Person, or in any country or territory that, at the account time of such funding, is the subject of any Sanctions or (ii) in any manner that would result in a violation of any Sanctions by any party therein)to this Agreement. All Letters Notwithstanding anything to the contrary provided in this Agreement, each letter of Credit credit listed on Schedule 2.01(c) shall be deemed issued on a sight basis only. The Borrowers, the other Credit Parties and the Lender hereby acknowledge and agree that all Existing Letters of Credit shall constitute Letters of Credit under this Agreement on from and after the Effective Date with the same effect as if such Existing Letters of Credit were issued by Issuing Lender at the request of the Borrowers on the Effective Date.

Letters of Credit. (a) Subject to and Section 2.14, during the Commitment Period, (i) each L/C Issuer, in reliance upon the terms and conditions commitments of the Revolving Lenders set forth herein, agrees (iA) to issue Letters of Credit may denominated in Dollars or in one or more Alternative Currencies for the account of either (x) so long as Parent remains a Guarantor, Parent or any of its Subsidiaries or (y) if Parent ceases to be issued on a Guarantor, the Effective Date in order to backstop Borrower or replace existing letters of credit issued under facilities no longer available to the Borrowers as any member of the Effective Date Consolidated Group, (B) to amend or extend Letters of Credit previously issued hereunder, and (C) to honor drawings under Letters of Credit issued by it; and (ii) the Company (on behalf Revolving Lenders severally agree to purchase from each L/C Issuer a participation interest in Letters of the Borrowers) may request Credit issued by it hereunder in an amount equal to such Revolving Lender’s Revolving Commitment Percentage thereof; provided that an Issuing Lender issue, at any time and from time to time after the Effective Date and prior to the 30th day prior to the Final Maturity Date, for the joint and several account of the Borrowers and for the benefit of (A) any holder (or any trustee, agent or other similar representative for any such holders) the Outstanding Amount of L/C Supportable ObligationsObligations shall not exceed the L/C Sublimit, an irrevocable standby letter of credit, in a form customarily used by such Issuing Lender or in such other form as is reasonably acceptable to such Issuing Lender, and (B) sellers the Outstanding Amount of goods Revolving Obligations denominated in Alternative Currencies shall not exceed the Alternative Currency Sublimit, (C) with regard to the Borrowers or any of their Subsidiaries, an irrevocable trade letter of credit, in a form customarily used by such Issuing Lender or in such other form as has been approved by such Issuing Lender (each such letter of credit, a “Letter of Credit” and, Revolving Lenders collectively, the “Outstanding Amount of Revolving Obligations shall not exceed the Aggregate Revolving Committed Amount, (D) with regard to each Revolving Lender individually, such Revolving Lender’s Revolving Commitment Percentage of Revolving Obligations shall not exceed its respective Revolving Committed Amount and (E) with regard to each L/C Issuer individually, the Outstanding Amount of L/C Obligations with respect to Letters of Credit”) (providedCredit issued by such L/C Issuer shall not exceed its respective L/C Fronting Sublimit. Subject to the terms and conditions hereof, that without limiting Parent’s or the joint and several nature of the Borrowers’ obligations in respect of the Letters of Credit, any particular Letter of Credit may name only one or more Borrowers as the account party therein). All Borrower’s ability to obtain Letters of Credit shall be issued on a sight basis only. The Borrowersfully revolving, and accordingly Parent or the other Credit Parties and the Lender hereby acknowledge and agree that all Existing Borrower may obtain Letters of Credit shall constitute to replace Letters of Credit under this Agreement on that have expired or that have been drawn upon and after the Effective Date with the same effect as if such Existing Letters of Credit were issued by Issuing Lender at the request of the Borrowers on the Effective Datereimbursed.

Letters of Credit. During the Commitment Period, (ai) Subject to and the L/C Issuer, in reliance upon the terms and conditions commitments of the Revolving Lenders set forth herein, agrees (iA) to issue Letters of Credit may be issued on denominated in Dollars or in one or more Alternative Currencies, for the Effective Date account of the Borrower (or for the account of any member of the Consolidated Group, but in order such case the Borrower will remain obligated to backstop or replace existing letters reimburse the L/C Issuer for any and all drawings under such Letter of credit issued under facilities no longer available Credit, and the Borrower acknowledges that the issuance of Letters of Credit for the account of members of the Consolidated Group inures to the Borrowers as benefit of the Effective Date Borrower, and the Borrower acknowledges that the Borrower’s business derives substantial benefits from the business of such members of the Consolidated Group) on any Business Day, (B) to amend or extend Letters of Credit previously issued hereunder, and (C) to honor drawings under Letters of Credit; and (ii) the Company Revolving Lenders severally agree to purchase from the L/C Issuer a participation interest in Letters of Credit issued hereunder in an amount equal to such Revolving Lender’s Revolving Commitment Percentage thereof; provided that (on behalf of 1) the Borrowers) may request that an Issuing Lender issue, at any time and from time to time after the Effective Date and prior to the 30th day prior to the Final Maturity Date, for the joint and several account of the Borrowers and for the benefit of (A) any holder (or any trustee, agent or other similar representative for any such holders) Outstanding Amount of L/C Supportable ObligationsObligations shall not exceed TWENTY-FIVE MILLION DOLLARS ($25,000,000) (as such amount may be decreased in accordance with the provisions hereof, an irrevocable standby letter of creditthe “L/C Sublimit”), in a form customarily used by such Issuing Lender or in such other form as is reasonably acceptable to such Issuing Lender, and (B2) sellers of goods with regard to the Borrowers or any of their Subsidiaries, an irrevocable trade letter of credit, in a form customarily used by such Issuing Lender or in such other form as has been approved by such Issuing Lender (each such letter of credit, a “Letter of Credit” and, Revolving Lenders collectively, the “Letters Outstanding Amount of Credit”Revolving Obligations shall not exceed the Aggregate Revolving Commitments and (3) (providedwith regard to each Revolving Lender individually, that without limiting the joint and several nature such Revolving Lender’s Revolving Commitment Percentage of the Borrowers’ obligations in respect Outstanding Amount of Revolving Obligations shall not exceed its respective Revolving Commitment. Subject to the Letters of Creditterms and conditions hereof, any particular Letter of Credit may name only one or more Borrowers as the account party therein). All Borrower’s ability to obtain Letters of Credit shall be issued on a sight basis onlyfully revolving, and accordingly the Borrower may obtain Letters of Credit to replace Letters of Credit that have expired or that have been drawn upon and reimbursed in full. The Borrowers, the other Credit Parties and the Lender hereby acknowledge and agree that all All Existing Letters of Credit shall constitute Letters of Credit under this Agreement on be deemed to have been issued pursuant hereto, and from and after the Effective Closing Date with shall be subject to and governed by the same effect as if such Existing Letters of Credit were issued by Issuing Lender at the request of the Borrowers on the Effective Dateterms and conditions hereof.

Letters of Credit. During the Commitment Period, (ai) Subject to and the L/C Issuer, in reliance upon the terms and conditions commitments of the Lenders set forth herein, agrees (iA) to issue Letters of Credit may be for the account of Borrower on any Business Day, (B) to amend or renew Letters of Credit previously issued on the Effective Date in order hereunder, and (C) to backstop or replace existing letters honor drafts under Letters of credit issued under facilities no longer available to the Borrowers as of the Effective Date Credit; and (ii) the Company (on behalf Lenders severally agree to purchase from the L/C Issuer a participation interest in the Letters of the Borrowers) may request Credit issued hereunder in an amount equal to such Lender’s Revolving Commitment Percentage thereof; provided that an Issuing Lender issue, at any time and from time to time after the Effective Date and prior to the 30th day prior to the Final Maturity Date, for the joint and several account of the Borrowers and for the benefit of (A) any holder (or any trustee, agent or other similar representative for any such holders) the aggregate principal amount of L/C Supportable ObligationsObligations shall not exceed an amount equal to ten percent (10%) of the Aggregate Revolving Commitments (as such amount may be adjusted in accordance with the provisions hereof, an irrevocable standby letter the “L/C Committed Amount”), (B) with regard to the Lenders collectively, the aggregate principal amount of credit, in a form customarily used by Revolving Obligations shall not exceed the lesser of (x) the Aggregate Revolving Committed Amount and (y) the Adjusted Borrowing Base Amount for such Issuing Lender or in such other form as is reasonably acceptable to such Issuing Lenderdate, and (BC) sellers with regard to each Lender individually, such Lender’s Revolving Commitment Percentage of goods Revolving Obligations shall not exceed its respective Revolving Committed Amount. Subject to the Borrowers or any of their Subsidiaries, an irrevocable trade letter of credit, in a form customarily used by such Issuing Lender or in such other form as has been approved by such Issuing Lender (each such letter of credit, a “Letter of Credit” and, collectivelyterms and conditions hereof, the “Letters of Credit”) (provided, that without limiting the joint and several nature of the Borrowers’ obligations in respect of the Letters of Credit, any particular Letter of Credit may name only one or more Borrowers as the account party therein). All Borrower’s ability to obtain Letters of Credit shall be issued on a sight basis only. The Borrowersfully revolving, and accordingly the other Credit Parties and the Lender hereby acknowledge and agree that all Existing Borrower may obtain Letters of Credit shall constitute to replace Letters of Credit under this Agreement on that have expired or that have been drawn upon and after the Effective Date with the same effect as if such Existing Letters of Credit were issued by Issuing Lender at the request of the Borrowers on the Effective Datereimbursed.

Letters of Credit. (a) Subject (i) On any Business Day during the Availability Period, the Issuing Bank, in reliance upon the agreements of the other Lenders pursuant to and upon this Section 2.23, agrees to issue, at the request of the Borrower, standby Letters of Credit for the account of the Borrower on the terms and conditions hereinafter set forth hereinforth; provided, however, that (i) Letters each Letter of Credit may be issued shall expire on the Effective Date earlier of (A) the date one year after the date of issuance of such Letter of Credit (or in order to backstop or replace existing letters the case of credit issued under facilities no longer available any extension thereof, one year after such extension) and (B) the date that is five (5) Business Days prior to the Borrowers as of the Effective Revolving Commitment Termination Date and (ii) the Company (on behalf Borrower may not request any Letter of the Borrowers) may request that an Issuing Lender issueCredit, at any time and from time if, after giving effect to time after the Effective Date and prior to the 30th day prior to the Final Maturity Date, for the joint and several account of the Borrowers and for the benefit of such issuance (A) any holder (or any trusteethe aggregate LC Exposure would exceed the LC Commitment, agent or other similar representative for any such holders) of L/C Supportable Obligations, an irrevocable standby letter of credit, in a form customarily used by such Issuing Lender or in such other form as is reasonably acceptable to such Issuing Lender, and (B) sellers the aggregate LC Exposure, plus the aggregate outstanding Revolving Loans and Swingline Loans plus the aggregate Franchisee LC Exposure plus the Franchisee Loan Exposure of goods to all Lenders would exceed the Borrowers Aggregate Revolving Commitment Amount or any of their Subsidiaries, an irrevocable trade letter of credit, in a form customarily used by such Issuing Lender or in such other form as has been approved by such Issuing Lender (each such letter of credit, a “Letter of Credit” and, collectively, C) the “Letters of Credit”) (provided, that without limiting the joint and several nature aggregate outstanding amount of the Borrowers’ obligations in respect Revolving Loans of any Lender plus such Lender’s Pro Rata Share of the Letters outstanding amount of Credit, any particular all LC Exposure plus such Lender’s Pro Rata Share of the outstanding amount of all Swingline Loans plus such Lender’s Pro Rata Share of the outstanding amount of all Franchisee LC Exposure plus such Lender’s Pro Rata Share of the outstanding amount of all Franchisee Loan Exposure would exceed such Lender’s Revolving Commitment. Each request by the Borrower for the issuance or amendment of a Letter of Credit may name only one or more Borrowers as shall be deemed to be a representation by the account party therein)Borrower that the Letter of Credit so requested complies with the conditions set forth in the proviso to the preceding sentence. All Within the foregoing limits, and subject to the terms and conditions hereof, the Borrower’s ability to obtain Letters of Credit shall be issued on a sight basis only. The Borrowersfully revolving, and accordingly the other Credit Parties and Borrower may, during the Lender hereby acknowledge and agree that all Existing foregoing period, obtain Letters of Credit shall constitute to replace Letters of Credit under this Agreement on that have expired or that have been drawn upon and after the Effective Date with the same effect as if such Existing Letters of Credit were issued by Issuing Lender at the request of the Borrowers on the Effective Datereimbursed.

Letters of Credit. The Buyer or its Affiliates shall, as of the Closing Date, cause to be issued in favor of the Seller, as beneficiary, one or more letters of credit (athe "Back-up LC") Subject in a face amount equal to and upon the terms and conditions aggregate face amount of the letters of credit set forth hereinin EXHIBIT 4.15(a) hereto (collectively, the "Outstanding LCs"). The Back-up LC shall be in form and substance reasonably satisfactory to the Seller, shall be issued by BankBoston, N.A. or another financial institution reasonably satisfactory to the Seller, and shall provide that (i) Letters of Credit upon a drawing under any Outstanding LC by the beneficiary thereof, the Seller may be issued on draw under the Effective Date Back-up LC in order to backstop or replace existing letters of credit issued under facilities no longer available an amount equal to the Borrowers amount drawn under the Outstanding LC by presentation of a sight draft accompanied by an officer's certificate as of to the Effective Date and amount so drawn on such Outstanding LC, (ii) upon notice of non-renewal thereof prior to the Company termination of all Outstanding LCs, it may be drawn on by the Seller for the full then undrawn amount thereof and (on behalf iii) upon the expiration, termination or return to the Seller of any Outstanding LC marked "canceled", the face amount of the BorrowersBack-up LC shall be reduced by the face amount of such expired, terminated or returned Outstanding LC. Any amount drawn pursuant to clause (ii) may request that an Issuing Lender issueabove shall be held by the Seller as cash collateral to secure the Seller's reimbursement for all amounts theretofore supported by any Back-up LC. The Buyer covenants and agrees to pay to the Seller on demand all actual costs, at any time fees and charges incurred from time to time by the Seller and its Affiliates in connection with maintaining, renewing or extending any Outstanding LC, or in connection with any drawing thereunder. Subject to the agreement of the beneficiaries of the Outstanding LCs, the Buyer and its Affiliates shall use their reasonable best efforts to cause each Outstanding LC to be substituted or otherwise replaced and returned to the Seller and to cause the Seller to be released from its obligations regarding the Outstanding LCs, and the Seller shall use its reasonable best efforts to assist the Buyer and its Affiliates in causing such Outstanding LCs to be substituted or otherwise replaced. The Seller covenants and agrees to use its reasonable best efforts to promptly forward to the Buyer any request received by the Seller from a beneficiary of an Outstanding LC requesting an extension or renewal of such Outstanding LC. Following receipt by the Buyer of any such forwarded request for a renewal or extension, the Buyer shall have the right to request the Seller to use its reasonable best efforts to cause the issuer of the Outstanding LC to which the request relates to extend or renew (but not increase the face amount of such Outstanding LC, and upon any such request by the Buyer, the Seller shall promptly use its reasonable best efforts to cause such issuer to so extend or renew such Outstanding LC for a period of up to one year from the then current expiration date; provided, any such request by the Buyer to the Seller shall be made not less than one Business Day after the Effective Date and prior to the 30th day prior to the Final Maturity Date, for the joint and several account Buyer's receipt of the Borrowers and for the benefit such forward d notice of (A) any holder (requested renewal or any trustee, agent or other similar representative for any such holders) of L/C Supportable Obligations, an irrevocable standby letter of credit, in a form customarily used by such Issuing Lender or in such other form as is reasonably acceptable to such Issuing Lender, and (B) sellers of goods to the Borrowers or any of their Subsidiaries, an irrevocable trade letter of credit, in a form customarily used by such Issuing Lender or in such other form as has been approved by such Issuing Lender (each such letter of credit, a “Letter of Credit” and, collectively, the “Letters of Credit”) (provided, that without limiting the joint and several nature of the Borrowers’ obligations in respect of the Letters of Credit, any particular Letter of Credit may name only one or more Borrowers as the account party therein). All Letters of Credit shall be issued on a sight basis only. The Borrowers, the other Credit Parties and the Lender hereby acknowledge and agree that all Existing Letters of Credit shall constitute Letters of Credit under this Agreement on and after the Effective Date with the same effect as if such Existing Letters of Credit were issued by Issuing Lender at the request of the Borrowers on the Effective Dateextension.

Letters of Credit. (a) Subject During the Availability Period, each Issuing Bank, in reliance upon the agreements of the other Lenders pursuant to subsections (d) and upon (e) of this Section, may, in its sole discretion, issue, at the request of the Borrower, Letters of Credit for the account of the Borrower on the terms and conditions hereinafter set forth herein, forth; provided that (i) Letters each Letter of Credit may be issued shall expire on the Effective Date in order to backstop or replace existing letters of credit issued under facilities no longer available to the Borrowers as of the Effective Date and (ii) the Company (on behalf of the Borrowers) may request that an Issuing Lender issue, at any time and from time to time after the Effective Date and prior to the 30th day prior to the Final Maturity Date, for the joint and several account of the Borrowers and for the benefit earlier of (A) any holder the date one year after the date of issuance of such Letter of Credit (or any trustee, agent or other similar representative for any such holders) of L/C Supportable Obligations, an irrevocable standby letter of creditor, in a form customarily used by the case of any renewal or extension thereof, one year after such Issuing Lender renewal or in such other form as is reasonably acceptable to such Issuing Lender, extension) and (B) sellers of goods the date that is five (5) Business Days prior to the Borrowers or any of their Subsidiaries, an irrevocable trade letter of credit, in a form customarily used by such Issuing Lender or in such other form as has been approved by such Issuing Lender Revolving Commitment Termination Date; (ii) each such letter of credit, a “Letter of Credit” and, collectively, the “Letters of Credit”) (provided, that without limiting the joint and several nature of the Borrowers’ obligations in respect of the Letters of Credit, any particular Letter of Credit may name only one or more Borrowers as the account party therein). All Letters of Credit shall be issued on in a sight basis onlystated amount to be mutually agreed between the Borrower and the applicable Issuing Bank; and (iii) the Borrower may not request any Letter of Credit if, after giving effect to such issuance, (A) the aggregate LC Exposure would exceed the LC Commitment or (B) the aggregate Revolving Credit Exposure of all Lenders would exceed the Aggregate Revolving Commitment Amount and (iv) the Borrower shall not request, and no Issuing Bank shall have an obligation to issue, any Letter of Credit the proceeds of which would be made available to any Person (AA) to fund any activity or business of or with any Sanctioned Person or in any Sanctioned Countries, that, at the time of such funding, is the subject of any Sanctions or (BB) in any manner that would result in a violation of any Sanctions by any party to this Agreement. The BorrowersBorrower hereby acknowledges and agrees that the Existing Letters of Credit are deemed to be issued by Preferred Bank, as an Issuing Bank hereunder, for the other account of the Borrower. Each Lender shall be deemed to, and hereby irrevocably and unconditionally agrees to, purchase from the applicable Issuing Bank without recourse a participation in each Letter of Credit Parties and equal to such Lender’s Pro Rata Share of the Lender hereby acknowledge and agree that aggregate amount available to be drawn under such Letter of Credit (i) on the Closing Date with respect to all Existing Letters of Credit shall constitute and (ii) on the date of issuance with respect to all other Letters of Credit under this Agreement on and after the Effective Date with the same effect as if such Existing Letters Credit. Each issuance of a Letter of Credit were issued shall be deemed to utilize the Revolving Commitment of each Lender by Issuing Lender at an amount equal to the request amount of the Borrowers on the Effective Datesuch participation.

Letters of Credit. Each payment of LC Obligations shall be allocated to each Domestic Revolving Lender or each Credit-Linked LC Lender, as the case may be, pro-rata in accordance with its Domestic Revolving Commitment Percentage or Credit-Linked LC Commitment Percentage, respectively; provided that, if any Domestic Revolving Lender shall have failed to pay its applicable pro-rata share of any Revolving LC Disbursement as required pursuant to Section 2.05(j), then any amount to which such Domestic Revolving Lender would otherwise be entitled pursuant to this subsection (ab) Subject to and upon the terms and conditions set forth herein, (i) Letters of Credit may shall instead be issued on the Effective Date in order to backstop or replace existing letters of credit issued under facilities no longer available payable to the Borrowers as of Issuing Lender; provided, further, that in the Effective Date and (ii) the Company (on behalf of the Borrowers) may request that an Issuing Lender issue, at event any time and from time amount paid to time after the Effective Date and prior to the 30th day prior to the Final Maturity Date, for the joint and several account of the Borrowers and for the benefit of (A) any holder (or any trustee, agent or other similar representative for any such holders) of L/C Supportable Obligations, an irrevocable standby letter of credit, in a form customarily used by such Issuing Domestic Revolving Lender or in such other form as Credit-Linked LC Lender pursuant to this subsection (b) is reasonably acceptable to such rescinded or must otherwise be returned by the Issuing Lender, each Domestic Revolving Lender and (B) sellers of goods to the Borrowers or any of their SubsidiariesCredit-Linked LC Lender, an irrevocable trade letter of credit, in a form customarily used by such Issuing Lender or in such other form as has been approved by such Issuing Lender (each such letter of credit, a “Letter of Credit” and, collectively, the “Letters of Credit”) (provided, that without limiting the joint and several nature of the Borrowers’ obligations in respect of the Letters of Credit, any particular Letter of Credit may name only one or more Borrowers as the account party therein). All Letters of Credit shall be issued on a sight basis only. The Borrowerscase may be, the other Credit Parties and the Lender hereby acknowledge and agree that all Existing Letters of Credit shall constitute Letters of Credit under this Agreement on and after the Effective Date with the same effect as if such Existing Letters of Credit were issued by Issuing Lender at shall, upon the request of the Borrowers Issuing Lender, repay to the Administrative Agent for the account of the Issuing Lender the amount so paid to such Domestic Revolving Lender or Credit-Linked LC Lender, with interest for the period commencing on the Effective Datedate such payment is returned by the Issuing Lender until the date the Issuing Lender receives such repayment at a rate per annum equal to, during the period to but excluding the date two Business Days after such request, the Federal Funds Rate, and thereafter, the Base Rate plus 2.00% per annum.

Letters of Credit. (a) The Letter of Credit Commitment. (i) Subject to and upon the terms and conditions set forth herein, (iA) Letters of Credit may be issued on the Effective Date L/C Issuer agrees, in order to backstop or replace existing letters of credit issued under facilities no longer available to reliance upon the Borrowers as agreements of the Effective Date and Revolving Credit Lenders set forth in this Section 2.03, (ii1) the Company (on behalf of the Borrowers) may request that an Issuing Lender issue, at any time and from time to time after on any Business Day during the period from the Restatement Effective Date and prior to until the 30th day prior to the Final Maturity Letter of Credit Expiration Date, to issue Letters of Credit for the joint and several account of the Borrowers Borrower or its Domestic Subsidiaries (other than Inactive Subsidiaries), and for the benefit to amend or extend Letters of (A) any holder (or any trustee, agent or other similar representative for any such holders) of L/C Supportable Obligations, an irrevocable standby letter of creditCredit previously issued by it, in a form customarily used by such Issuing Lender or in such other form as is reasonably acceptable accordance with Section 2.03(b), and (2) to such Issuing Lender, honor drawings under the Letters of Credit; and (B) sellers the Revolving Credit Lenders severally agree to participate in Letters of goods Credit issued for the account of the Borrower or its Domestic Subsidiaries (other than Inactive Subsidiaries) and any drawings thereunder; provided that after giving effect to the Borrowers or any of their Subsidiaries, an irrevocable trade letter of credit, in a form customarily used by such Issuing Lender or in such other form as has been approved by such Issuing Lender (each such letter of credit, a “L/C Credit Extension with respect to any Letter of Credit” and, collectively(x) the Total Revolving Credit Outstandings shall not exceed the Revolving Credit Facility, (y) the “Letters Revolving Credit Exposure of Credit”any Revolving Credit Lender shall not exceed such Lender’s Revolving Credit Commitment, and (z) (provided, that without limiting the joint and several nature Outstanding Amount of the Borrowers’ obligations in respect of L/C Obligations shall not exceed the Letters of Credit, any particular Letter of Credit may name only one Sublimit. Each request by the Borrower for the issuance or more Borrowers as amendment of a Letter of Credit shall be deemed to be a representation by the account party therein)Borrower that the L/C Credit Extension so requested complies with the conditions set forth in the proviso to the preceding sentence. All Within the foregoing limits, and subject to the terms and conditions hereof, the Borrower’s ability to obtain Letters of Credit shall be issued on a sight basis onlyfully revolving, and accordingly the Borrower may, during the foregoing period, obtain Letters of Credit to replace Letters of Credit that have expired or that have been drawn upon and reimbursed. The Borrowers, the other Credit Parties and the Lender hereby acknowledge and agree that all All Existing Letters of Credit shall constitute Letters of Credit under this Agreement on be deemed to have been issued pursuant hereto, and from and after the Restatement Effective Date with shall be subject to and governed by the same effect as if such Existing Letters of Credit were issued by Issuing Lender at the request of the Borrowers on the Effective Dateterms and conditions hereof.

Letters of Credit. During the Commitment Period, (ai) Subject subject to and upon the terms and conditions set forth herein, (iA) the L/C Issuer agrees, in reliance upon the agreements of the Lenders set forth in this Section 2.01(b) and Section 2.03 (A) to issue Letters of Credit may be for the account of a Borrower on any Business Day, (B) to amend or renew Letters of Credit previously issued on the Effective Date in order hereunder, and (C) to backstop or replace existing letters honor drafts under Letters of credit issued under facilities no longer available to the Borrowers as of the Effective Date Credit; and (ii) the Company (on behalf Lenders severally agree to purchase from the L/C Issuer a participation interest in the Letters of the Borrowers) may request Credit issued hereunder in an amount equal to such Lender’s Revolving Commitment Percentage thereof; provided that an Issuing Lender issue, at any time and from time to time after the Effective Date and prior to the 30th day prior to the Final Maturity Date, for the joint and several account of the Borrowers and for the benefit of (A) any holder (or any trustee, agent or other similar representative for any such holders) the aggregate principal amount of L/C Supportable ObligationsObligations shall not exceed TWENTY MILLION DOLLARS ($20,000,000) (the “L/C Committed Amount”), an irrevocable standby letter (B) with regard to the Lenders collectively, the aggregate principal amount of credit, in a form customarily used by Revolving Obligations shall not exceed the lesser of (x) the Aggregate Committed Amount and (y) the Borrowing Base Amount for such Issuing Lender or in such other form as is reasonably acceptable to such Issuing Lenderdate, and (BC) sellers with regard to each Lender individually, such Lender’s Revolving Commitment Percentage of goods Revolving Obligations shall not exceed its respective Revolving Committed Amount. Subject to the Borrowers or any of their Subsidiariesterms and conditions hereof, an irrevocable trade letter of credit, in a form customarily used by such Issuing Lender or in such other form as has been approved by such Issuing Lender (each such letter of credit, a “Letter of Credit” and, collectively, the “Letters of Credit”) (provided, that without limiting the joint and several nature of the Borrowers’ obligations in respect of the Letters of Credit, any particular Letter of Credit may name only one or more Borrowers as the account party therein). All ability to obtain Letters of Credit shall be issued on a sight basis only. The Borrowersfully revolving, and accordingly the other Credit Parties and the Lender hereby acknowledge and agree that all Existing Borrowers may obtain Letters of Credit shall constitute to replace Letters of Credit under this Agreement on that have expired or that have been drawn upon and after the Effective Date with the same effect as if such Existing Letters of Credit were issued by Issuing Lender at the request of the Borrowers on the Effective Datereimbursed.

Letters of Credit. (a) The Letter of Credit Commitment. (%5) Subject to and upon the terms and conditions set forth herein, (iA) Letters of Credit may be issued on each L/C Issuer agrees, in reliance upon the Effective Date in order to backstop or replace existing letters of credit issued under facilities no longer available to the Borrowers as agreements of the Effective Date and Lenders set forth in this Section 2.03, (ii1) the Company (on behalf of the Borrowers) may request that an Issuing Lender issue, at any time and from time to time after on any Business Day during the Effective period from the Closing Date and prior to until the 30th day prior to the Final Maturity Letter of Credit Expiration Date, to issue Letters of Credit for the joint and several account of the Borrowers Borrower, and for the benefit to amend or extend Letters of (A) any holder (or any trustee, agent or other similar representative for any such holders) of L/C Supportable Obligations, an irrevocable standby letter of creditCredit previously issued by it, in a form customarily used by such Issuing Lender or in such other form as is reasonably acceptable accordance with subsection (b) below, and (2) to such Issuing Lender, honor drawings under the Letters of Credit; and (B) sellers the Lenders severally agree to participate in Letters of goods Credit issued for the account of the Borrower and any drawings thereunder; provided that after giving effect to the Borrowers or any of their Subsidiaries, an irrevocable trade letter of credit, in a form customarily used by such Issuing Lender or in such other form as has been approved by such Issuing Lender (each such letter of credit, a “L/C Credit Extension with respect to any Letter of Credit” and, collectively(w) the Total Outstandings shall not exceed the Aggregate Commitments, (x) the “Letters of Credit”) (provided, that without limiting the joint and several nature aggregate Outstanding Amount of the Borrowers’ obligations in respect Revolving Credit Loans of any Lender, plus such Lender’s Applicable Percentage of the Letters Outstanding Amount of Creditall L/C Obligations, any particular plus such Lender’s Applicable Percentage of the Outstanding Amount of all Swing Line Loans shall not exceed such Lender’s Commitment, (y) the Outstanding Amount of the L/C Obligations shall not exceed the Letter of Credit may name only one Sublimit, and (z) the Outstanding Amount of such L/C Issuer’s L/C Obligations shall not exceed the L/C Issuance Sublimit for such L/C Issuer. Each request by the Borrower for the issuance or more Borrowers as amendment of a Letter of Credit shall be deemed to be a representation by the account party therein)Borrower that the L/C Credit Extension so requested complies with the conditions set forth in the proviso to the preceding sentence. All Within the foregoing limits, and subject to the terms and conditions hereof, the Borrower’s ability to obtain Letters of Credit shall be issued on a sight basis onlyfully revolving, and accordingly the Borrower may, during the foregoing period, obtain Letters of Credit to replace Letters of Credit that have expired or that have been drawn upon and reimbursed. The Borrowers, the other Credit Parties and the Lender hereby acknowledge and agree that all All Existing Letters of Credit shall constitute Letters of Credit under this Agreement on be deemed to have been issued pursuant hereto, and from and after the Effective Closing Date with shall be subject to and governed by the same effect as if such Existing Letters of Credit were issued by Issuing Lender at the request of the Borrowers on the Effective Dateterms and conditions hereof.

Letters of Credit. (a) The Letter of Credit Commitment. (i) Subject to and upon the terms and conditions set forth herein, (iA) the Letter of Credit Issuer agrees, in reliance upon the agreements of the Revolving Credit Lenders set forth in this Section 2.03, (1) from time to time on any Business Day during the period from the Closing Date until the earlier to occur of the Letter of Credit Expiration Date or the termination of the Availability Period, to issue Letters of Credit at the request of the Borrower Agent for the account of a Borrower (or any other Loan Party or Domestic Subsidiary thereof as to which all “know your customer” or other similar requirements have been satisfied) so long as such Borrower is a joint and several co-applicant; references to a “Borrower” in this Section 2.03 shall be deemed to include reference to such other Loan Party and any applicable Domestic Subsidiary, as the case may be, and to amend Letters of Credit previously issued by it, in accordance with subsection (b) below, and (2) to honor drafts under the Letters of Credit; and (B) the Revolving Credit Lenders severally agree to participate in Letters of Credit issued for the account of the a Borrower and any drawings thereunder; provided that the Letter of Credit Issuer shall not be issued on the Effective Date obligated to make any Letter of Credit Extension with respect to any Letter of Credit, and no Revolving Credit Lender shall be obligated to participate in order to backstop or replace existing letters any Letter of credit issued under facilities no longer available to the Borrowers Credit, if as of the Effective Date date of such Letter of Credit Extension, (A) the Total Revolving Credit Outstandings would exceed the Maximum Borrowing Amount, (B) the Revolving Credit Exposure of any Revolving Credit Lender would exceed such Revolving Credit Lender’s Revolving Credit Commitment, or (C) the Outstanding Amount of all Letter of Credit Obligations would exceed the Letter of Credit Sublimit. Each request by the Borrower Agent for the issuance or amendment of a Letter of Credit shall be deemed to be a representation by the Borrower Agent that the Letter of Credit Extension so requested complies with the conditions set forth in the proviso to the preceding sentence. Within the foregoing limits, and subject to the terms and conditions hereof, the Borrowers’ ability to obtain Letters of Credit shall be fully revolving, and accordingly the 75 [Matrix] Credit Agreement #85638137 Borrowers may, during the foregoing period, obtain Letters of Credit to replace Letters of Credit that have expired or that have been drawn upon and reimbursed. (ii) The Letter of Credit Issuer shall not issue any Letter of Credit, if: (A) subject to Section 2.03(b)(iii), the expiry date of such requested Letter of Credit would occur (i) as to standby Letters of Credit, more than twelve months after the date of issuance or last renewal, and (ii) as to commercial Letters of Credit, later than the Company earlier of (1) 270 days after the date of issuance thereof and (2) 60 days before the Letter of Credit Expiration Date, unless in each case the Required Lenders have approved such expiry date; or (B) the expiry date of such requested Letter of Credit would occur after the Letter of Credit Expiration Date; (iii) The Letter of Credit Issuer shall not be under any obligation to issue any Letter of Credit if: (A) any order, judgment or decree of any Governmental Authority or arbitrator shall by its terms purport to enjoin or restrain the Letter of Credit Issuer from issuing such Letter of Credit or any Law applicable to the Letter of Credit Issuer or any request or directive (whether or not having the force of law) from any Governmental Authority with jurisdiction over the Letter of Credit Issuer shall prohibit, or request that the Letter of Credit Issuer refrain from, the issuance of letters of credit generally or such Letter of Credit in particular or shall impose upon the Letter of Credit Issuer with respect to such Letter of Credit any restriction, reserve or capital requirement (for which the Letter of Credit Issuer is not otherwise compensated hereunder) not in effect on the Closing Date, or shall impose upon the Letter of Credit Issuer any unreimbursed loss, cost or expense which was not applicable on the Closing Date and which the Letter of Credit Issuer in good xxxxx xxxxx material to it; (B) the issuance of such Letter of Credit would violate one or more policies of the Letter of Credit Issuer; (C) such Letter of Credit is in an initial amount less than the Dollar Equivalent of $10,000; or (D) any Lender is at that time a Defaulting Lender, unless the Letter of Credit Issuer has entered into arrangements, including the delivery of Cash Collateral, satisfactory to the Letter of Credit Issuer (in its sole discretion) with the Borrowers or such Lender to eliminate the Letter of Credit Issuer’s actual or potential Fronting Exposure (after giving effect to Section 2.17(a)(iv)) with respect to the Defaulting Lender arising from either the Letter of Credit then proposed to be issued or that Letter of Credit and all other Letter of Credit Obligations as to which the Letter of Credit Issuer has actual or potential Fronting Exposure, as it may elect in its sole discretion. (iv) The Letter of Credit Issuer shall not amend any Letter of Credit if the Letter of Credit Issuer would not be permitted at such time to issue such Letter of Credit in its amended form under the terms hereof. 76 [Matrix] Credit Agreement #85638137 (v) The Letter of Credit Issuer shall be under no obligation to amend any Letter of Credit if (A) the Letter of Credit Issuer would have no obligation at such time to issue such Letter of Credit in its amended form under the terms hereof, or (B) the beneficiary of such Letter of Credit does not accept the proposed amendment to such Letter of Credit. (vi) The Letter of Credit Issuer shall act on behalf of the Borrowers) may request that an Issuing Lender issueRevolving Credit Lenders with respect to any Letters of Credit issued by it and the documents associated therewith, at any time and from time to time after the Effective Date and prior to the 30th day prior to the Final Maturity Date, for the joint and several account Letter of Credit Issuer shall have all of the Borrowers benefits and for the benefit of immunities (A) provided to the Administrative Agent in Article X with respect to any holder (acts taken or any trustee, agent omissions suffered by the Letter of Credit Issuer in connection with Letters of Credit issued by it or other similar representative for any such holders) of L/C Supportable Obligations, an irrevocable standby letter of credit, in a form customarily used proposed to be issued by such Issuing Lender or in such other form as is reasonably acceptable it and Issuer Documents pertaining to such Issuing LenderLetters of Credit as fully as if the term “Administrative Agent” as used in Article X included the Letter of Credit Issuer with respect to such acts or omissions, and (B) sellers of goods as additionally provided herein with respect to the Borrowers or any of their Subsidiaries, an irrevocable trade letter of credit, in a form customarily used by such Issuing Lender or in such other form as has been approved by such Issuing Lender (each such letter of credit, a “Letter of Credit” and, collectively, the “Credit Issuer. (b) Procedures for Issuance and Amendment of Letters of Credit”) (provided, that without limiting the joint and several nature of the Borrowers’ obligations in respect of the Letters of Credit, any particular Letter of Credit may name only one or more Borrowers as the account party therein). All Letters of Credit shall be issued on a sight basis only. The Borrowers, the other Credit Parties and the Lender hereby acknowledge and agree that all Existing Letters of Credit shall constitute Letters of Credit under this Agreement on and after the Effective Date with the same effect as if such Existing Letters of Credit were issued by Issuing Lender at the request of the Borrowers on the Effective Date.; Auto-

Letters of Credit. (a) Subject to Landlord and upon Tenant hereby acknowledge and agree that, in accordance with the terms of Article VI of the Office Lease, Landlord currently holds two Irrevocable Standby Letters of Credit, namely Letter of Credit No. SVB01IS3689 in the amount of $600,000.00, and conditions set forth hereinLetter of Credit No. SVB001S2056 in the amount of $1,000,000.00 (collectively, (i) the "LETTERS OF CREDIT"), both of which Letters of Credit may were issued by Silicon Valley Bank (the "LC LENDER"). Tenant acknowledges that neither the Letters of Credit nor the proceeds thereof are an asset of Tenant, and in the event of a bankruptcy action filed by or against Tenant, they shall not be issued on the Effective Date in order to backstop or replace existing letters of credit issued under facilities no longer available to the Borrowers as part of the Effective Date Tenant's estate. Immediately upon the full execution and (ii) delivery of this Agreement by Landlord and Tenant, Landlord shall have the Company (on behalf of right to draw down upon the Borrowers) may request that an Issuing Lender issue, at any time and from time to time after the Effective Date and prior to the 30th day prior to the Final Maturity Date, for the joint and several account of the Borrowers and for the benefit of (A) any holder (or any trustee, agent or other similar representative for any such holders) of L/C Supportable Obligations, an irrevocable standby letter of credit, in a form customarily used by such Issuing Lender or in such other form as is reasonably acceptable to such Issuing Lender, and (B) sellers of goods to the Borrowers or any of their Subsidiaries, an irrevocable trade letter of credit, in a form customarily used by such Issuing Lender or in such other form as has been approved by such Issuing Lender (each such letter of credit, a “Letter of Credit” and, collectively, the “Letters of Credit”) (provided, that without limiting the joint and several nature of the Borrowers’ obligations in respect entire amount of the Letters of Credit, and to keep the proceeds of such draws for Landlord's own account. Tenant shall exercise its best efforts to assist Landlord in its effort to draw upon the full amount of the Letters of Credit, including, but not limited to, by confirming to the LC Lender that Landlord has the right to draw on the full amount of the Letters of Credit, and by executing any particular Letter and all documents required by the LC Lender, or reasonably required by Landlord, in connection with any draw request and taking any other actions necessary to facilitate the draws on the Letters of Credit may name only one Credit. Any costs or more Borrowers as fees charged by the account party therein)LC Lender in connection with the Landlord's draw thereof shall be reimbursed by Tenant to Landlord promptly upon Landlord's submission of an invoice to Tenant for such amounts. All Tenant hereby acknowledges and agrees that the amounts being drawn under the Letters of Credit shall are being drawn pursuant to the terms of the Office Lease Agreement dated as of February 7, 2000, as amended, between Tenant, as tenant and Landlord, as landlord, for certain premises located at Shoreline Technology Park, Mountain View, California. A failure of Landlord to be issued on a sight basis only. The Borrowers, able to draw the other Credit Parties and entire amount of the Lender hereby acknowledge and agree that all Existing Letters of Credit shall, at Landlord's option, either (i) be deemed a default by Tenant under this Agreement, which shall entitle Landlord to exercise all of its remedies hereunder, as more particularly set forth in Section 7, below, or (ii) Landlord shall be entitled to demand a cash payment from Tenant in the amount of the unsatisfied draw, which amount shall be payable by Tenant to Landlord within five (5) business days of Landlord's request therefor, and Tenant's failure to timely pay such amount shall constitute Letters of Credit a default by Tenant under this Agreement on and after the Effective Date with the same effect Agreement, which shall entitle Landlord to exercise all of its remedies hereunder, as if such Existing Letters of Credit were issued by Issuing Lender at the request of the Borrowers on the Effective Datemore particularly set forth in Section 7, below.

Letters of Credit. During the Commitment Period, (ai) Subject to and the L/C Issuer, in reliance upon the terms and conditions commitments of the Lenders set forth herein, agrees (iA) to issue Letters of Credit may be for the account of Borrower on any Business Day, (B) to amend or renew Letters of Credit previously issued on the Effective Date in order hereunder, and (C) to backstop or replace existing letters honor drafts under Letters of credit issued under facilities no longer available to the Borrowers as of the Effective Date Credit; and (ii) the Company (on behalf Lenders severally agree to purchase from the L/C Issuer a participation interest in the Letters of the Borrowers) may request Credit issued hereunder in an amount equal to such Lender’s Revolving Commitment Percentage thereof; provided that an Issuing Lender issue, at any time and from time to time after the Effective Date and prior to the 30th day prior to the Final Maturity Date, for the joint and several account of the Borrowers and for the benefit of (A) any holder (or any trustee, agent or other similar representative for any such holders) the aggregate principal amount of L/C Supportable ObligationsObligations shall not exceed an amount equal to $20,000,000, an irrevocable standby letter the “L/C Committed Amount”), (B) with regard to the Lenders collectively, the aggregate principal amount of credit, in a form customarily used by such Issuing Lender or in such other form as is reasonably acceptable to such Issuing LenderRevolving Obligations shall not exceed the Aggregate Revolving Committed Amount, and (BC) sellers with regard to each Lender individually, such Lender’s Revolving Commitment Percentage of goods Revolving Obligations shall not exceed its respective Revolving Committed Amount. Subject to the Borrowers or any of their Subsidiaries, an irrevocable trade letter of credit, in a form customarily used by such Issuing Lender or in such other form as has been approved by such Issuing Lender (each such letter of credit, a “Letter of Credit” and, collectivelyterms and conditions hereof, the “Letters of Credit”) (provided, that without limiting the joint and several nature of the Borrowers’ obligations in respect of the Letters of Credit, any particular Letter of Credit may name only one or more Borrowers as the account party therein). All Borrower’s ability to obtain Letters of Credit shall be issued on a sight basis only. The Borrowersfully revolving, and accordingly the other Credit Parties and the Lender hereby acknowledge and agree that all Existing Borrower may obtain Letters of Credit shall constitute to replace Letters of Credit under this Agreement on that have expired or that have been drawn upon and after the Effective Date with the same effect as if such Existing Letters of Credit were issued by Issuing Lender at the request of the Borrowers on the Effective Datereimbursed.

Letters of Credit. (a) The Letter of Credit Commitment. (a) Subject to Section 4.02 and upon all of the other terms and conditions set forth herein, (iA) Letters of Credit may be issued on each L/C Issuer agrees, in reliance upon the Effective Date in order to backstop or replace existing letters of credit issued under facilities no longer available to the Borrowers as agreements of the Effective Date and other Revolving Credit Lenders set forth in this Section 2.03, (ii1) the Company (on behalf of the Borrowers) may request that an Issuing Lender issue, at any time and from time to time after on any Business Day during the Effective period from the Closing Date and to the date that is thirty (30) days prior to the 30th day prior Letter of Credit Expiration Date, to issue Letters of Credit denominated in Dollars, or in the Final Maturity Datesole discretion of such L/C Issuer in an Alternative Currency, for the joint and several account of the Borrowers and for Borrower or a Subsidiary (provided, that the benefit of (A) any holder (or any trustee, agent or other similar representative Borrower is liable for any Letter of Credit issued to a Subsidiary) and to amend, extend or renew Letters of Credit previously issued by it, in accordance with Section 2.03(b), and (2) to honor compliant drafts under the Letters of Credit and (B) the Revolving Credit Lenders severally agree to participate in Letters of Credit issued pursuant to this Section 2.03; provided, that no L/C Issuer shall be obligated to make any L/C Credit Extension with respect to any Letter of Credit, and no Revolving Credit Lender shall be obligated to participate in any Letter of Credit if as of the date of such holdersL/C Credit Extension, (x) the Revolving Credit Exposure of any Revolving Credit Lender would exceed such Lender’s Revolving Credit Commitment, (y) the Outstanding Amount of the L/C Obligations would exceed the Letter of Credit Sublimit or (z) the Dollar Equivalent of the Outstanding Amount of L/C Supportable Obligations, an irrevocable standby letter of credit, in a form customarily used by such Issuing Lender or in such other form as is reasonably acceptable to such Issuing Lender, and (B) sellers of goods to the Borrowers or any of their Subsidiaries, an irrevocable trade letter of credit, in a form customarily used by such Issuing Lender or in such other form as has been approved by such Issuing Lender (each such letter of credit, a “Letter of Credit” and, collectively, the “Letters of Credit”) (provided, that without limiting the joint and several nature of the Borrowers’ obligations Obligations in respect of the Letters of CreditCredit denominated in an Alternative Currency would exceed $25 million. Within the foregoing limits, any particular Letter of Credit may name only one or more Borrowers as and subject to the account party therein). All terms and conditions hereof, the Borrower’s ability to obtain Letters of Credit shall be issued on a sight basis only. The Borrowersfully revolving, and accordingly the other Credit Parties and Borrower may, during the Lender hereby acknowledge and agree that all Existing foregoing period, obtain Letters of Credit shall constitute to replace Letters of Credit under this Agreement on that have expired or that have been drawn upon and after the Effective Date with the same effect as if such Existing Letters of Credit were issued by Issuing Lender at the request of the Borrowers on the Effective Datereimbursed.

Letters of Credit. (a) The Letter of Credit Commitment. (i) Subject to and upon the terms and conditions set forth herein, (i) Letters of Credit may be issued on the Effective Date in order to backstop or replace existing letters of credit issued under facilities no longer available to the Borrowers as of the Effective Date and (iiA) the Company (on behalf of the Borrowers) may request that an Issuing Lender issue, at any time and from time to time after the Effective Date and prior to the 30th day prior to the Final Maturity Date, for the joint and several account of the Borrowers and for the benefit of (A) any holder (or any trustee, agent or other similar representative for any such holders) of L/C Supportable Obligations, an irrevocable standby letter of creditIssuer agrees, in a form customarily used by such Issuing Lender or reliance upon the agreements of the Revolving Credit Lenders set forth in such other form as is reasonably acceptable this Section 2.03, to such Issuing Lender, honor drawings under the Letters of Credit; and (B) sellers the Revolving Credit Lenders severally agree to participate in Letters Colfax Credit Agreement 10/19/2011xxxx://xxx.xxx.xxx/Archives/xxxxx/data/1420800/000119312508113306/dex101.htm of goods Credit issued for the account of the US Borrower and for the account of the European Borrower and any drawings thereunder; provided that after giving effect to the Borrowers or any of their Subsidiaries, an irrevocable trade letter of credit, in a form customarily used by such Issuing Lender or in such other form as has been approved by such Issuing Lender (each such letter of credit, a “L/C Credit Extension with respect to any Letter of Credit” and, collectively(w) the Total Revolving Credit Outstandings shall not exceed the Revolving Credit Facility, (x) the “Letters aggregate Outstanding Amount of Credit”the Revolving Credit Loans of any Revolving Credit Lender, plus such Lender’s Applicable Revolving Credit Percentage of the Outstanding Amount of all L/C Obligations, plus such Lender’s Applicable Revolving Credit Percentage of the Outstanding Amount of all Swing Line Loans shall not exceed such Lender’s Revolving Credit Commitment, (y) the Outstanding Amount of the L/C Obligations shall not exceed the Letter of Credit Sublimit, and (providedz) the Total Revolving Credit Outstandings denominated in Euros shall not exceed the European Revolving Loan Value. Each request by a Borrower for the issuance or amendment of a Letter of Credit shall be deemed to be a representation by such Borrower that the L/C Credit Extension so requested complies with the conditions set forth in the proviso to the preceding sentence. Within the foregoing limits, that without limiting and subject to the joint terms and several nature of conditions hereof, the Borrowers’ obligations in respect of the Letters of Credit, any particular Letter of Credit may name only one or more Borrowers as the account party therein). All ability to obtain Letters of Credit shall be issued on a sight basis only. The Borrowersfully revolving, and accordingly the other Credit Parties and Borrowers may, during the Lender hereby acknowledge and agree that all Existing Availability Period, obtain Letters of Credit shall constitute to replace Letters of Credit under this Agreement on that have expired or that have been drawn upon and after the Effective Date with the same effect as if such Existing Letters of Credit were issued by Issuing Lender at the request of the Borrowers on the Effective Datereimbursed.

Letters of Credit. (a) The Letter of Credit Commitment. (i) Subject to and upon the terms and conditions set forth herein, (iA) each L/C Issuer agrees, in reliance upon (among other things) the agreements of the other Revolving Credit Lenders set forth in this Section 2.03, (1) from time to time on any Business Day during the period from the Closing Date until the Letter of Credit Expiration Date, to issue Letters of Credit may denominated in Dollars for the account of the Borrower, Intermediate Holdings or any Restricted Subsidiary of Intermediate Holdings (provided that the Borrower hereby irrevocably agrees to reimburse the applicable L/C Issuer for amounts drawn on any Letters of Credit issued for the account of any Restricted Subsidiary on a joint and several basis with such Restricted Subsidiary, but in no event shall any Controlled Non-U.S. Subsidiary, any FSHCO or any direct or indirect Subsidiary of a Controlled Non-U.S. Subsidiary be responsible for any amounts drawn on any Letters of Credit issued on for the Effective Date account of the Borrower or a U.S. Subsidiary) and to amend or renew Letters of Credit previously issued by it, in order accordance with Section 2.03(c) and (2) to backstop honor drafts and other demands for payment under a Letter of Credit that complies with the terms of such Letter of Credit and (B) the Revolving Credit Lenders severally agree to participate in Letters of Credit issued for the account of the Borrower or replace existing letters any Restricted Subsidiary; provided that no L/C Issuer shall be obligated to make any L/C Credit Extension with respect to any Letter of credit issued under facilities Credit, and no longer available Lender shall be obligated to the Borrowers participate in any Letter of Credit, if as of the Effective Date date of such L/C Credit Extension (x) the Total Revolving Credit Outstandings would exceed the Revolving Credit Facility, (y) the aggregate Outstanding Amount of the Revolving Credit Loans of any Lender, plus such Lender’s Pro Rata Share of the Outstanding Amount of all L/C Obligations, would exceed such Lender’s Revolving Credit Commitment or (z) the Outstanding Amount of the L/C Obligations would exceed the Letter of Credit Sublimit; provided further that no L/C Issuer identified in clause (a) of the definition thereof shall have any obligation to make an L/C Credit Extension if, after giving effect thereto, the L/C Obligations in respect of Letters of Credit issued by such L/C Issuer would exceed, in the case of (i) Xxxxx, $8,000,000 and (ii) the Company Macquarie Lender, $2,000,000 (on behalf of the Borrowers) may request that an Issuing Lender issueit being understood and agreed that, at any time and from time to time after the Effective Date and prior subject to the 30th day prior to the Final Maturity DateLetter of Credit Sublimit, for the joint and several account of the Borrowers and for the benefit of (A) any holder (or any trustee, agent or other similar representative for any such holders) of L/C Supportable Obligations, an irrevocable standby letter Issuer may issue Letters of credit, Credit in a form customarily used by excess of such Issuing Lender or amounts in such other form as is reasonably acceptable to such Issuing Lenderits sole discretion upon request of any Borrower). Within the foregoing limits, and (B) sellers of goods subject to the Borrowers or any of their Subsidiaries, an irrevocable trade letter of credit, in a form customarily used by such Issuing Lender or in such other form as has been approved by such Issuing Lender (each such letter of credit, a “Letter of Credit” and, collectivelyterms and conditions hereof, the “Borrower’s ability to obtain Letters of Credit”) (providedCredit shall be fully revolving, that without limiting and accordingly the joint and several nature of Borrower may, during the Borrowers’ obligations in respect of the foregoing period, obtain Letters of Credit, any particular Letter Credit to replace Letters of Credit may name only one that have expired or more Borrowers as the account party therein)been terminated or that have been drawn upon and reimbursed. All Letters of Credit shall be issued on a sight basis only. The Borrowers, the other Credit Parties and the Lender hereby acknowledge and agree that all Existing Letters of Credit shall constitute Letters of Credit under this Agreement on and after the Effective Date with the same effect as if such Existing Letters of Credit were issued by Issuing Lender at the request of the Borrowers on the Effective Datedenominated in Dollars.

Letters of Credit. (a) Subject to and upon the terms and conditions set forth hereinhereof, Agent shall issue or cause the issuance of Letters of Credit ("Letters of Credit") on behalf of Borrower only if (A) the face amount of such Letters of Credit (each an "Export-Related Letter of Credit") would not then cause the sum of (i) the outstanding Export-Related Revolving Advances plus (ii) outstanding Export-Related Letter of Credit Usage to exceed the lesser of (x) the Maximum Export-Related Revolving Advance Amount (after taking into account such Export-Related Letters of Credit may be issued on then being requested) or (y) the Effective Date in order Export-Related Formula Amount (after taking into account such Export-Related Letters of Credit then being requested) or (B) the face amount of such Letters of Credit (each a "Non-Guaranteed Letter of Credit") would not then cause the sum of (i) the outstanding Non-Guaranteed Revolving Advances to backstop or replace existing letters of credit issued under facilities no longer available to the Borrowers as of the Effective Date and Borrower plus (ii) the Company outstanding Non-Guaranteed Letters of Credit Usage (on behalf after taking into account such Letters of Credit then being requested) to exceed the Borrowers) may request that an Issuing Lender issue, at any time and from time to time after the Effective Date and prior to the 30th day prior to the Final Maturity Date, for the joint and several account of the Borrowers and for the benefit lesser of (Ax) any holder the Maximum Non-Guaranteed Revolving Advance Amount or (or any trustee, agent or other similar representative for any such holdersy) of L/C Supportable Obligations, an irrevocable standby letter of credit, in a form customarily used by such Issuing Lender or in such other form as is reasonably acceptable to such Issuing Lender, and (B) sellers of goods to the Borrowers or any of their Subsidiaries, an irrevocable trade letter of credit, in a form customarily used by such Issuing Lender or in such other form as has been approved by such Issuing Lender (each such letter of credit, a “Letter of Credit” and, collectively, the “Letters of Credit”) (provided, that without limiting the joint and several nature of the Borrowers’ obligations in respect of the Letters of Credit, any particular Non-Guaranteed Formula Amount. No Letter of Credit may name only one or more Borrowers shall be issued as a Non-Guaranteed Letter of Credit if, at the account party therein)time such Letter of Credit is issued, the issuance of such Letter of Credit as an Export-Related Letter of Credit would have been permitted by the first sentence of this Section 2.9. The maximum amount of outstanding Letters of Credit shall not exceed $1,000,000 in the aggregate at any time. All disbursements or payments related to Export-Related Letters of Credit shall be issued on a sight basis onlydeemed Export-Related Revolving Advances and shall bear interest at the Export-Related Advances Interest Rate. The Borrowers, the other Credit Parties and the Lender hereby acknowledge and agree that all Existing All disbursements or payments related to Non-Guaranteed Letters of Credit shall constitute be deemed Non-Guaranteed Revolving Advances and shall bear interest at the Non-Guaranteed Advances Interest Rate. Letters of Credit under this Agreement on and after the Effective Date with the same effect as if such Existing Letters of Credit were issued by Issuing Lender at the request of the Borrowers on the Effective Datethat have not been drawn upon shall not bear interest.

Letters of Credit. (a) Subject to and upon the terms and conditions set forth hereinhereof, (i) Letters of Credit may be issued on the Effective Date in order Issuing Bank agrees to backstop or replace existing letters of credit issued under facilities no longer available issue, from time to time prior to the Borrowers as Commitment Termination Date, at the request of the Effective Date Borrower and (ii) the Company (on behalf of the Borrowers) may request that an Issuing Lender issueLenders and in reliance on their obligations under this Section 2.12, at any time and from time to time after the Effective Date and prior to the 30th day prior to the Final Maturity Date, for the joint and several account one or more letters of the Borrowers and for the benefit of (A) any holder (or any trustee, agent or other similar representative for any such holders) of L/C Supportable Obligations, an irrevocable standby letter of credit, in a form customarily used by such Issuing Lender or in such other form as is reasonably acceptable to such Issuing Lender, and (B) sellers of goods to the Borrowers or any of their Subsidiaries, an irrevocable trade letter of credit, in a form customarily used by such Issuing Lender or in such other form as has been approved by such Issuing Lender credit (each such letter of credit, a “Letter of Credit” and”) for the Borrower’s account in a face amount in each case of at least $500,000 or, collectivelyif denominated in a currency other than U.S. Dollars, the “Dollar Equivalent of $500,000, and in an aggregate undrawn face amount for all Letters of Credit”) (Credit at any time outstanding not to exceed the Revolving Credit Commitment Amount; provided, that without limiting the joint Issuing Bank shall not issue a Letter of Credit pursuant to this Section 2.12 if, after the issuance thereof, (i) the outstanding Revolving Loans and several nature L/C Obligations would thereby exceed the Revolving Credit Commitment Amount (determined in accordance with Section 10.19) then in effect, (ii) the aggregate undrawn face amount of all Letters of Credit then outstanding would at any time thereafter (giving effect to the respective scheduled expiration dates thereof and any automatic extensions provided therein) exceed the Revolving Credit Commitment Amount scheduled to be in effect at any such time thereafter (giving effect to any reductions resulting from the scheduled expiration of the Borrowers’ obligations Commitments of Declining Lenders not offset by new or increased Commitments of Replacement Lenders or Extending Lenders pursuant to Section 2.16), or (iii) the issuance of such Letter of Credit would violate any legal or regulatory restriction then applicable to the Issuing Bank or any Lender as notified by the Issuing Bank or such Lender to the Administrative Agent before the date of issuance of such Letter of Credit. Letters of Credit and any increases and extensions thereof hereunder may be issued in respect face amounts of either Dollars, Euros, Pounds, Australian Dollars, Canadian Dollars, Singapore Dollars or Kroner; provided further, that the Dollar Equivalent amount of the principal amount of outstanding Revolving Loans and Letters of Credit in Euros, Pounds, Australian Dollars, Canadian Dollars, Singapore Dollars and Kroner determined, with respect to each such Revolving Loan or Letter of Credit, any particular in accordance with Section 10.19 on the date such Revolving Loan is funded, continued or converted, or the date such Letter of Credit may name only one or more Borrowers is issued, increased and extended, as applicable, shall not exceed in the account party therein). All Letters of Credit shall be issued on a sight basis only. The Borrowers, aggregate the other Credit Parties and the Lender hereby acknowledge and agree that all Existing Letters of Credit shall constitute Letters of Credit under this Agreement on and after the Effective Date with the same effect as if such Existing Letters of Credit were issued by Issuing Lender at the request of the Borrowers on the Effective DateForeign Currency Sublimit.

Letters of Credit. (a) The Letter of Credit Commitment. (i) Subject to and upon the terms and conditions set forth herein, (iA) Letters of Credit may be issued on each L/C Issuer agrees, in reliance upon the Effective Date in order to backstop or replace existing letters of credit issued under facilities no longer available to the Borrowers as agreements of the Effective Date and Dollar Tranche Lenders set forth in this Section 2.04, (ii1) the Company (on behalf of the Borrowers) may request that an Issuing Lender issue, at any time and from time to time after on any Business Day during the Effective period from the Closing Date and prior to until the 30th day prior to the Final Maturity Letter of Credit Expiration Date, to issue Letters of Credit denominated in Dollars or in one or more Alternative Currencies for the joint and several account of the Borrowers Company or a Subsidiary, and for the benefit to amend or extend Letters of (A) any holder (or any trustee, agent or other similar representative for any such holders) of L/C Supportable Obligations, an irrevocable standby letter of creditCredit previously issued by it, in a form customarily used by such Issuing Lender or in such other form as is reasonably acceptable accordance with Section 2.04(b), and (2) to such Issuing Lender, honor compliant drawings under the Letters of Credit; and (B) sellers the Dollar Tranche Lenders severally agree to participate in Letters of goods Credit issued for the account of the Company or a Subsidiary and any drawings thereunder; provided that after giving effect to the Borrowers or any of their Subsidiaries, an irrevocable trade letter of credit, in a form customarily used by such Issuing Lender or in such other form as has been approved by such Issuing Lender (each such letter of credit, a “L/C Credit Extension with respect to any Letter of Credit” and, collectively(v) the Total Revolving Credit Outstandings shall not exceed the Revolving Credit Facility at such time, (w) the “Letters Outstanding Amount of Credit”Dollar Tranche Loans plus the Outstanding Amount of all L/C Obligations, plus the Outstanding Amount of all Swing Line Loans shall not exceed the Aggregate Dollar Tranche Commitments, (x) (provided, that without limiting the joint and several nature Outstanding Amount of the Borrowers’ obligations in respect Dollar Tranche Loans of any Lender, plus such Lender’s Applicable Percentage of the Letters Outstanding Amount of Creditall L/C Obligations, plus such Lender’s Applicable Percentage of the Outstanding Amount of all Swing Line Loans shall not exceed such Lender’s Dollar Tranche Commitment, (y) the Outstanding Amount of the Revolving Credit Loans of any particular Revolving Credit Lender, plus such Revolving Credit Lender’s Applicable Dollar Tranche Percentage of the Outstanding Amount of all L/C Obligations, plus such Lender’s Applicable Dollar Tranche Percentage of the Outstanding Amount of all Swing Line Loans shall not exceed such Revolving Credit Lender’s Revolving Credit Commitment, and (z) the Outstanding Amount of the L/C Obligations shall not exceed the Letter of Credit may name only one Sublimit. Each request by the Company for the issuance or more Borrowers as amendment of a Letter of Credit shall be deemed to be a representation by the account party therein)Company that the L/C Credit Extension so requested complies with the conditions set forth in the proviso to the preceding sentence. All Within the foregoing limits, and subject to the terms and conditions hereof, the Company’s ability to obtain Letters of Credit shall be issued on a sight basis onlyfully revolving, and accordingly the Company may, during the foregoing period, obtain Letters of Credit to replace Letters of Credit that have expired or that have been drawn upon and reimbursed. The Borrowers, the other Credit Parties and the Lender hereby acknowledge and agree that all All Existing Letters of Credit shall constitute Letters of Credit under this Agreement on be deemed to have been issued pursuant hereto, and from and after the Effective Closing Date with shall be subject to and governed by the same effect as if such Existing Letters of Credit were issued by Issuing Lender at the request of the Borrowers on the Effective Dateterms and conditions hereof.

Letters of Credit. (a) The Letter of Credit Commitment.(i) Subject to and upon the terms and conditions set forth herein, (iA) Letters of Credit may be issued on each L/C Issuer agrees, in reliance upon the Effective Date in order to backstop or replace existing letters of credit issued under facilities no longer available to the Borrowers as agreements of the Effective Date and other Revolving Credit Lenders set forth in this SectionSection 2.03, (ii1) the Company (on behalf of the Borrowers) may request that an Issuing Lender issue, at any time and from time to time after on any Business Day during the Effective period from the Closing Date and prior until the Letter of Credit Expiration Date to the 30th day prior to the Final Maturity Date, issue Letters of Credit at sight denominated in Dollars for the joint and several account of the Borrowers and for the benefit of (A) any holder (Borrower or any trustee, agent Restricted Subsidiary of the Borrower and to amend or other similar representative for any such holders) renew Letters of L/C Supportable Obligations, an irrevocable standby letter of creditCredit previously issued by it, in a form customarily used by such Issuing Lender or in such other form as is reasonably acceptable accordance with SectionSection 2.03(b), and (2) to such Issuing Lender, honor drafts under the Letters of Credit and (B) sellers the Revolving Credit Lenders severally agree to participate in Letters of goods Credit issued pursuant to the Borrowers or this SectionSection 2.03; provided that no L/C Issuer shall be obligated to make any of their Subsidiaries, an irrevocable trade letter of credit, in a form customarily used by such Issuing Lender or in such other form as has been approved by such Issuing Lender (each such letter of credit, a “L/C Credit Extension with respect to any Letter of Credit” and, collectively, the “Letters and no Lender shall be obligated to participate in any Letter of Credit”) (provided, that without limiting the joint and several nature Credit if as of the Borrowers’ obligations date of such L/C Credit Extension, (x) the Revolving Credit Exposure of any Revolving Credit Lender would exceed such Lender’s Revolving Credit Commitment, (y) the Outstanding Amount of the L/C Obligations in respect of the Letters of Credit, any particular Credit issued by such L/C Issuer would exceed such L/C Issuer’s L/C Commitment or (z) the Outstanding Amount of the L/C Obligations would exceed the Letter of Credit may name only one or more Borrowers as Sublimit. Within the account party therein). All foregoing limits, and subject to the terms and conditions hereof, the Borrower’s ability to obtain Letters of Credit shall be issued on a sight basis only. The Borrowersfully revolving, and accordingly the other Credit Parties and Borrower may, during the Lender hereby acknowledge and agree that all Existing foregoing period, obtain Letters of Credit shall constitute to replace Letters of Credit under this Agreement on that have expired or that have been drawn upon and after the Effective Date with the same effect as if such Existing Letters of Credit were issued by Issuing Lender at the request of the Borrowers on the Effective Datereimbursed.

Letters of Credit. (a) Subject to and upon all the terms and conditions set forth hereinhereof, Harris shall issue L/Cs for the account of the Domestic Xxxxxxers subject to availability under the Revolving Credit, and the Revolving Credit Lenders hereby agree to participate therein as more fully described in Section 1.6 hereof. Each L/C shall be issued pursuant to an application for letter of credit (ian "L/C Agreement") Letters in the form attached hereto as Exhibit C. The L/C's shall consist of Credit stand-by letters of credit in an aggregate undrawn amount not to exceed $2,000,000. Each L/C shall conform to the general requirements of Harris for letters of credit as to form and substance, sxxxx xe in U.S. Dollars, shall be a letter of credit which Harris may lawfully issue and shall have an expiry date not xxre than one year from the date of issuance thereof (but in no event later than the Termination Date). The amount available under each L/C issued pursuant hereto shall be deducted from the credit otherwise available under the Revolving Credit. In consideration of the issuance of L/Cs each Domestic Borrower jointly and severally agrees to pay Harris a fee (the "L/C Participation Fee") in the amount xxx xnnum equal to three and one-half of one percent (3.5%) (computed on the basis of a 360-day year and actual days elapsed) of the undrawn amount for each L/C issued for the account of the Domestic Borrowers hereunder. In addition, the Domestic Borrowers shall pay Harris a fee (the "L/C Issuance Fee") in the amount equal xx xhe greater of $300 and one-eighth of one percent (0.125%) of the stated amount of each L/C issued hereunder and such drawing, negotiation, amendment and other administrative fees in connection with each L/C as may be issued on the Effective Date in order generally established by Harris from time to backstop or replace existing time for letters of credit issued under facilities no longer available to the Borrowers as of the Effective Date and (ii) the Company (on behalf of the Borrowers) may request by xx xx that an Issuing Lender issue, at any time and from time to time after the Effective Date and prior to the 30th day prior to the Final Maturity Date, type for the joint and several account of the Borrowers and for the benefit of (A) any holder (or any trustee, agent or other similar representative for any such holders) of each L/C Supportable Obligations, an irrevocable standby letter of credit, in a form customarily used by such Issuing Lender or in such other form as is reasonably acceptable to such Issuing Lender, and (B) sellers of goods to the Borrowers or any of their Subsidiaries, an irrevocable trade letter of credit, in a form customarily used by such Issuing Lender or in such other form as has been approved by such Issuing Lender (each such letter of credit, a “Letter of Credit” and, collectively, the “Letters of Credit”) (provided, that without limiting the joint and several nature of the Borrowers’ obligations in respect of the Letters of Credit, any particular Letter of Credit may name only one or more Borrowers as the account party therein"L/C Administrative Fee"). All Letters of Credit L/C Participation Fees shall be issued on a sight basis only. The Borrowers, the other Credit Parties and the Lender hereby acknowledge and agree that all Existing Letters of Credit shall constitute Letters of Credit under this Agreement on and after the Effective Date with the same effect as if such Existing Letters of Credit were issued by Issuing Lender at the request of the Borrowers payable monthly in arrears on the Effective last day of each calendar month and on the Termination Date, and all L/C Administrative Fees and L/C Issuance Fees shall be payable on the date of issuance of each L/C hereunder and on the date required by Harris."

Letters of Credit. (a) Subject During the Extended Availability Period, each US Issuing Bank, in reliance upon the agreements of the Extended US Lenders pursuant to and upon Section 2.5(d), agrees to issue, at the request of the Borrower Representative, US Letters of Credit for the account of any Loan Party (excluding the Canadian Borrowers) on the terms and conditions hereinafter set forth hereinforth; provided, (i) Letters that each US Letter of Credit may be issued shall expire on the Effective Date in order to backstop or replace existing letters of credit issued under facilities no longer available date that is two (2) Business Days prior to the Borrowers as of the Effective Date Extended Commitment Termination Date; and (ii) the Company (on behalf US Borrowers may not request any US Letter of the Borrowers) may request that an Issuing Lender issueCredit, at any time and from time if, after giving effect to time after the Effective Date and prior to the 30th day prior to the Final Maturity Date, for the joint and several account of the Borrowers and for the benefit of such issuance (A) any holder (the aggregate US LC Exposure would exceed the US LC Commitment or any trustee, agent or other similar representative for any such holders) of L/C Supportable Obligations, an irrevocable standby letter of credit, in a form customarily used by such Issuing Lender or in such other form as is reasonably acceptable to such Issuing Lender, and (B) sellers the aggregate Extended US Revolving Credit Exposure of goods to all Extended US Lenders would exceed the Borrowers or any Aggregate Extended US Commitment Amount. Upon the issuance of their Subsidiaries, an irrevocable trade letter of credit, in a form customarily used by such Issuing Lender or in such other form as has been approved by such Issuing Lender (each such letter of credit, a “US Letter of Credit” and, collectivelyeach Extended US Lender shall be deemed to, and hereby irrevocably and unconditionally agrees to, purchase from the “Letters of Credit”) (provided, that relevant US Issuing Bank without limiting the joint and several nature of the Borrowers’ obligations recourse a participation in respect of the Letters of Credit, any particular such US Letter of Credit may name only one or more Borrowers as equal to such Extended US Lender’s Pro Rata Share of the account party therein)aggregate amount available to be drawn under such US Letter of Credit. All Each issuance of a US Letter of Credit shall be deemed to utilize the Extended US Revolving Commitment of each Extended US Lender by an amount equal to the amount of such participation. As of the Restatement Date, each of the Existing US Letters of Credit shall be deemed to have been issued on under the Extended US Revolving Commitments pursuant to this Section, each Extended US Lender is deemed to have purchased a sight basis only. The Borrowers, the other Credit Parties and the Lender hereby acknowledge and agree that participation in all Existing US Letters of Credit in accordance with this Section 2.5, and no Non-Extended US Lender shall constitute have any participation in such Existing US Letters of Credit under this Agreement on and after the Effective Date with the same effect as if such Existing Letters of Credit were issued by Issuing Lender at the request of the Borrowers on the Effective DateCredit.

Letters of Credit. On and after the Amendment No. 23 Effective Date, (ax) each L/C Issuer, in reliance upon the commitments of the Revolving Lenders set forth herein, agrees (A) to issue Letters of Credit for the account of the Parent Borrower (or for the account of any member of the Consolidated Group, but in such case the Parent Borrower will remain obligated to reimburse such L/C Issuer for any and all drawings under such Letter of Credit, and the Parent Borrower acknowledges that the issuance of Letters of Credit for the account of members of the Consolidated Group inures to the benefit of the Parent Borrower, and the Parent Borrower acknowledges that the Parent Borrower’’s business derives substantial benefits from the business of such members of the Consolidated Group) on any Business Day, (B) to amend or extend Letters of Credit previously issued hereunder, and (C) to honor drawings under Letters of Credit; and (y) each L/C Revolving Lender severally agrees to purchase from the such L/C Issuer a participation interest in each Letter of Credit issued hereunder in an amount equal to the Dollar Equivalent of such L/C Revolving Lender’’s L/C Commitment Percentage thereof (and, in each case, with respect to the purchase of a participation in any Alternative Currency Letter of Credit, the purchase of such participation will also occur on each Revaluation Date); provided that (A) the Outstanding Amount of L/C Obligations shall not exceed ONE HUNDRED FIFTY MILLION DOLLARS ($150.0 MILLION) (as such amount may be decreased in accordance with the provisions hereof, the “L/C Sublimit”), (B) the Outstanding Amount of all Alternative Currency L/C Obligations shall not exceed the Alternative Currency L/C Sublimit, (C) with regard to the Revolving Lenders collectively, the Outstanding Amount of Revolving Obligations shall not exceed the Aggregate Revolving Committed Amount, (D) with regard to each Revolving Lender individually, such Revolving Lender’’s Aggregate Revolving Commitment Percentage of Revolving Obligations shall not exceed its respective Aggregate Revolving Committed Amount, (E) the Outstanding Amount of all Dollar Revolving Obligations shall not exceed the Dollar Equivalent of the Aggregate Dollar Revolving Committed Amount, (F) the Outstanding Amount of all Limited Currency Revolving Obligations shall not exceed the Dollar Equivalent of the Aggregate Limited Currency Revolving Committed Amount, (G) the Outstanding Amount of all Alternative Currency L/C Obligations shall not exceed the Alternative Currency L/C Sublimit, (H) the L/C Obligations do not exceed the L/C Committed Amount, and (I) no L/C Issuer shall be required to (but, in its sole discretion, may) issue, amend, extend or increase any Letter of Credit, if after giving effect thereto, there would be L/C Obligations arising from Letters of Credit issued by such L/C Issuer in excess of its Letter of Credit Cap (provided that this clause (I) shall not be construed to invalidate any L/C Obligations of any L/C Issuer in place as of the Amendment No. 3 Effective Date). Subject to and upon the terms and conditions set forth herein, (i) Letters of Credit may be issued on the Effective Date in order to backstop or replace existing letters of credit issued under facilities no longer available to the Borrowers as of the Effective Date and (ii) the Company (on behalf of the Borrowers) may request that an Issuing Lender issue, at any time and from time to time after the Effective Date and prior to the 30th day prior to the Final Maturity Date, for the joint and several account of the Borrowers and for the benefit of (A) any holder (or any trustee, agent or other similar representative for any such holders) of L/C Supportable Obligations, an irrevocable standby letter of credit, in a form customarily used by such Issuing Lender or in such other form as is reasonably acceptable to such Issuing Lender, and (B) sellers of goods to the Borrowers or any of their Subsidiaries, an irrevocable trade letter of credit, in a form customarily used by such Issuing Lender or in such other form as has been approved by such Issuing Lender (each such letter of credit, a “Letter of Credit” and, collectivelyhereof, the “Letters of Credit”) (provided, that without limiting the joint and several nature of the Borrowers’ obligations in respect of the Letters of Credit, any particular Letter of Credit may name only one or more Borrowers as the account party therein). All Parent Borrower’’s ability to obtain Letters of Credit shall be issued on a sight basis only. The Borrowersfully revolving, and accordingly the other Credit Parties and the Lender hereby acknowledge and agree that all Existing Parent Borrower may obtain Letters of Credit shall constitute to replace Letters of Credit under this Agreement on that have expired or that have been drawn upon and after the Effective Date with the same effect as if such Existing Letters of Credit were issued by Issuing Lender at the request of the Borrowers on the Effective Datereimbursed.

Letters of Credit. (a) The Letter of Credit Commitment. (i) Subject to and upon the terms and conditions set forth herein, (iA) Letters of Credit may be issued on the Effective Date L/C Issuer agrees, in order to backstop or replace existing letters of credit issued under facilities no longer available to reliance upon the Borrowers as agreements of the Effective Date and Revolving Lenders set forth in this Section 2.04, (ii1) the Company (on behalf of the Borrowers) may request that an Issuing Lender issue, at any time and from time to time after on any Business Day during the Effective period from the Closing Date and prior until the earlier to occur of the 30th day prior Letter of Credit Expiration Date or the termination of the Availability Period, to issue Letters of Credit denominated in Dollars or in one or more Alternative Currencies at the Final Maturity Date, request of the Borrower Agent for the joint and several account of the Borrowers and for the benefit of (A) Company, any holder (other Borrower or any trustee, agent or other similar representative for any such holders) Restricted Subsidiary and to amend Letters of L/C Supportable Obligations, an irrevocable standby letter of creditCredit previously issued by it, in a form customarily used by such Issuing Lender or in such other form as is reasonably acceptable accordance with subsection (b) below, and (2) to such Issuing Lender, honor drafts under the Letters of Credit; and (B) sellers the Revolving Lenders severally agree to participate in Letters of goods to Credit issued for the Borrowers account of the Company, any other Borrower or any of their Subsidiaries, an irrevocable trade letter of credit, in a form customarily used by such Issuing Lender or in such other form as has been approved by such Issuing Lender (each such letter of credit, a “Restricted Subsidiary and any drawings thereunder; provided that the L/C Issuer shall not be obligated to make any L/C Credit Extension with respect to any Letter of Credit” and, collectively, the “Letters and no Revolving Lender shall be obligated to participate in any Letter of Credit”, if as of the date of such L/C Credit Extension, (A) the Total Outstandings would exceed the Aggregate Commitments, (providedB) the aggregate Outstanding Amount of the Revolving Loans of any Revolving Lender, plus such Revolving Lender’s Pro Rata Share of the Outstanding Amount of all L/C Obligations, plus such Revolving Lender’s Pro Rata Share of the Outstanding Amount of all Swing Line Loans would exceed such Revolving Lender’s Revolving Credit Commitment, and (C) the Outstanding Amount of the L/C Obligations would exceed the Letter of Credit Sublimit. Each request by the Borrower Agent for the issuance or amendment of a Letter of Credit shall be deemed to be a representation by the Borrower Agent that without limiting the joint L/C Credit Extension so requested complies with the conditions set forth in the proviso to the preceding sentence. Within the foregoing limits, and several nature of subject to the terms and conditions hereof, the Borrowers’ obligations in respect of the Letters of Credit, any particular Letter of Credit may name only one or more Borrowers as the account party therein). All ability to obtain Letters of Credit shall be issued on a sight basis onlyfully revolving, and accordingly the Borrowers may, during the foregoing period, obtain Letters of Credit to replace Letters of Credit that have expired or that have been drawn upon and reimbursed. The Borrowers, the other Credit Parties and the Lender hereby acknowledge and agree that all All Existing Letters of Credit shall constitute Letters of Credit under this Agreement on be deemed to have been issued pursuant hereto, and from and after the Effective Closing Date with shall be subject to and governed by the same effect terms and conditions hereof. (ii) The L/C Issuer shall not issue any Letter of Credit, if: (A) subject to Section 2.04(b)(iii), the expiry date of such requested Letter of Credit would occur (i) as if such Existing to standby Letters of Credit, more than twelve months after the date of issuance or last renewal, and (ii) as to commercial Letters of Credit, later than the earlier of (1) 270 days after the date of issuance thereof and (2) 60 days before the Letter of Credit were issued by Issuing Lender at Expiration Date, unless in each case the request Required Lenders have approved such expiry date; or (B) the expiry date of such requested Letter of Credit would occur after the Borrowers on Letter of Credit Expiration Date, unless all the Effective Date.Lenders and the L/C Issuer have approved such expiry date; 49 119482860_14 #193013499_v7

Letters of Credit. (a) Subject to and upon the terms and conditions set forth herein, (i) each L/C Issuer agrees, in reliance upon the agreements of the other Revolving Lenders set forth in this Section 2.05, (A) from time to time on any Business Day during the period after the Closing Date until the Letter of Credit Expiration Date, to issue standby Letters of Credit may be issued on for the Effective Date in order to backstop or replace existing letters of credit issued under facilities no longer available to account, and upon the Borrowers as request, of the Effective Date Borrower (or jointly for the account of the Borrower and any of its Subsidiaries), and to amend or extend Letters of Credit previously issued by it, in accordance with clause (c) below and (B) to honor drawings under its Letters of Credit, and (ii) the Company (on behalf each Revolving Lender severally agrees to participate in Letters of the Borrowers) may request that an Issuing Lender issue, at any time and from time to time after the Effective Date and prior to the 30th day prior to the Final Maturity Date, Credit issued for the joint and several account of the Borrowers and for the benefit of (A) any holder (Borrower or any trusteeof its Subsidiaries and any drawing thereunder in accordance with the provisions of clause (e) below; provided that, agent or other similar representative for any such holdersimmediately after each Letter of Credit is issued, (i) the aggregate amount of the L/C Supportable ObligationsObligations shall not exceed the L/C Sublimit, an irrevocable standby letter (ii) the aggregate amount of credit, in a form customarily used the L/C Obligations with respect to all Letters of Credit issued by such Issuing Lender or in such other form as is reasonably acceptable L/C Issuer shall not exceed its L/C Issuer Sublimit, (iii) the Revolving Outstandings shall not exceed the Revolving Committed Amount and (iv) with respect to such Issuing each individual Revolving Lender, and the aggregate outstanding principal amount of such Revolving Lender’s Revolving Loans plus its Participation Interests in outstanding L/C Obligations plus its (Bother than the Swing Line Lender’s) sellers Participation Interests in outstanding Swing Line Loans shall not exceed such Revolving Lender’s Revolving Commitment Percentage of goods to the Borrowers Revolving Committed Amount. Each request by the Borrower or any of their Subsidiaries, an irrevocable trade letter its Subsidiaries for the issuance or increase in the stated amount of credit, in a form customarily used by such Issuing Lender or in such other form as has been approved by such Issuing Lender (each such letter of credit, a “Letter of Credit” and, collectively, the “Letters of Credit”) (provided, that without limiting the joint and several nature of the Borrowers’ obligations in respect of the Letters of Credit, any particular Letter of Credit may name only one shall be deemed to be a representation by the Borrower or more Borrowers as such Subsidiary that the account party therein)issuance or increase in the stated amount of such Letter of Credit complies with the conditions set forth in the proviso to the preceding sentence. All Within the foregoing limits, and subject to the terms and conditions hereof, the Borrower’s ability to obtain Letters of Credit shall be issued on a sight basis only. The Borrowersfully revolving, and accordingly the other Credit Parties and Borrower may, during the Lender hereby acknowledge and agree that all Existing period specified in clause (i)(A) above, obtain Letters of Credit shall constitute to replace Letters of Credit under this Agreement on that have expired or that have been drawn upon and after the Effective Date with the same effect as if such Existing Letters of Credit were issued by Issuing Lender at the request of the Borrowers on the Effective Datereimbursed.

Letters of Credit. (a) Subject Each Revolving Lender agrees to and upon the terms and conditions set forth herein, (i) cause Letters of Credit may to be issued on by the Effective Date in order to backstop or replace existing letters of credit issued under facilities no longer available to the Borrowers as of the Effective Date and (ii) the Company (on behalf of the Borrowers) may request that an Issuing Lender issue, at any time and from time to time after the Effective Date and prior to the 30th day prior to the Final Maturity Date, for the joint and several account of Borrower (provided any such Letter of Credit can be issued in the Borrowers and name or for the benefit of (A) any holder (or any trustee, agent Affiliate or other similar representative Person designated by Borrower) for any such holders) of L/C Supportable Obligations, the purposes for which Borrower can obtain an irrevocable standby letter of credit, in a form customarily used by such Issuing Lender or in such other form as is reasonably acceptable to such Issuing Lender, and (B) sellers of goods to Advance under the Borrowers or any of their Subsidiaries, an irrevocable trade letter of credit, in a form customarily used by such Issuing Lender or in such other form as has been approved by such Issuing Lender (each such letter of credit, a “Letter of Credit” and, collectively, the “Letters of Credit”) (Revolving Credit Facility; provided, that without limiting the joint and several nature of the Borrowers’ obligations in respect of the Letters of Credit, any particular (i) each such Letter of Credit may name only one or more Borrowers as the account party therein). All Letters of Credit shall be issued on a sight basis onlyBusiness Day, (ii) after the issuance of any such Letter of Credit, (A) the Letter of Credit Exposure must be less than or equal to the Revolving Commitment under the Long Term Revolving Facility (as the same may be adjusted as herein provided) less the sum of all outstanding Advances under the Long TermRevolving Facility (including, without limitation, Swingline Advances), and (B) the Letter of Credit Exposure shall not exceed fifteen percent (15%) of the Revolving Commitment, and (iii) each such Letter of Credit must have an expiration date no later than the Long Term Revolving Facility Termination Date. The Borrowers, To the other Credit Parties and extent that funds are ever drawn under any of the Lender hereby acknowledge and agree that all Existing Letters of Credit shall constitute Letters and not repaid by Borrower, each such draw will be paid by the Issuing Lender, and each of Credit the Revolving Lenders will make an Advance under this Agreement on and after the Effective Date with Long Term Revolving Facility in the same effect as if amount of such Existing Letters Lender's Revolving Loan Percentage of Credit were issued the amount so paid by the Issuing Lender at to reimburse the request of the Borrowers on the Effective DateIssuing Lender for such draw.

Letters of Credit. (a) Subject As a further condition to the effectiveness of this Sublease, Sublessee shall deliver to Sublessor, on the date that Sublessee executes and upon the terms and conditions set forth hereindelivers this Sublease to Sublessor, two (i2) Irrevocable Standby Letters of Credit may be issued on the Effective Date in order to backstop or replace existing letters of credit issued under facilities no longer available to the Borrowers as of the Effective Date and (ii) the Company (on behalf of the Borrowers) may request that an Issuing Lender issue, at any time and from time to time after the Effective Date and prior to the 30th day prior to the Final Maturity Date, for the joint and several account of the Borrowers and for the benefit of (A) any holder (or any trustee, agent or other similar representative for any such holders) of L/C Supportable Obligations, an irrevocable standby letter of credit, in a form customarily used by such Issuing Lender or in such other form as is reasonably acceptable to such Issuing Lender, and (B) sellers of goods to the Borrowers or any of their Subsidiaries, an irrevocable trade letter of credit, in a form customarily used by such Issuing Lender or in such other form as has been approved by such Issuing Lender (each such letter of credit, a “Letter of Credit” and, collectively, the “Letters of Credit”) (provided, that without limiting the joint and several nature of the Borrowers’ obligations in respect of the Letters of Credit, any particular Letter of Credit may name only one or more Borrowers as the account party therein). All One of such Letters of Credit shall be issued on in the amount of One Million Seven Hundred Seventy Dollars ($1,779,000.00) (the “Termination Fee LC”), which Termination Fee LC assures payment of the damages Sublessor will incur by becoming liable to pay Termination Fee. It is acknowledged and agreed that Sublessor can draw upon the Termination Fee LC under any of the following conditions: (i) a sight basis onlySublease Event of Default (as defined in Section 4.11 below) occurs under this Sublease prior to the date that Sublessor is required to return the Termination Fee LC under Section 4.13(d) below; or (ii) Sublessee fails to meet the conditions necessary to exercise the Extension Option provided in Section 4.13 hereof; or (iii) Sublessee fails to exercise the Extension Option provided in Section 4.13; or (iv) if Sublessee exercises the Extension Option as provided in Section 4.13 below, but does not maintain the EBITDA Test (as defined in Section 4.13 below) as evidenced in the eight (8) fiscal quarters of filed, publicly available financial statements ending April 30, 2022. The Borrowers, the other Credit Parties and the Lender hereby acknowledge and agree that all Existing Letters Letter of Credit shall constitute Letters be in the amount of Three Million Nine Hundred Sixty Seven Thousand One Hundred Two Dollars ($3,881,050.07) (the “Rent LC”), and the Face Amount of each Letter of Credit under this Agreement on and after shall be referred to herein as the Effective Date with the same effect as if such Existing Letters “Minimum Amount”. Each Letter of Credit were shall (1) be addressed to Sublessor, (2) be in the form attached hereto as Exhibit B, (3) be issued by Issuing Lender at Bank of America, initially, provided if a replacement Letter of Credit is provided hereunder, Bank of America, Citicorp, Xxxxx Fargo Bank, PNC Bank, Chase and US Bancorp are hereby approved as issuing banks (the request “Approved Banks”), provided further the Letter of Credit may be provided by an issuing bank that is not an Approved Bank provided such bank shall be acceptable to Sublessor in Sublessor’s sole discretion (4) allow for partial and multiple draws thereunder, and (6) have an expiration date not earlier September 30, 2022 or in the alternative, have a term of not less than one (1) year and be automatically renewable for additional one (1)-year periods until a date not sooner than September 30, 2022, unless, on or before the date sixty (60) days prior to the expiration of the Borrowers on term of such Letter of Credit, the Effective Dateissuer of such Letter of Credit gives notice to Sublessor of its election not to renew such Letter of Credit for any additional period pursuant thereto. In addition, each Letter of Credit shall provide that, in the event of Sublessor’s assignment of its interest in this Sublease, the Letter of Credit shall be freely transferable by Sublessor to the assignee without charge to Sublessor or approval of the issuer. Each Letter of Credit shall provide for same day payment to Sublessor upon the issuer’s receipt of a sight draft from Sublessor together with Sublessor’s certificate certifying that the requested sum is due and payable from Sublessee and Sublessee has failed to pay, and with no other conditions.

Letters of Credit. (a) Subject to and upon the terms and conditions set forth hereinhereof, ----------------- the Revolving Credit Commitments may be utilized, upon the request of Borrower, in addition to the Revolving Credit Loans provided for by Section 2.01(a), for standby and commercial documentation letters of credit (herein collectively called "Letters of Credit") issued by the Issuing Lender for the account of ----------------- Borrower; provided, however, that in no event shall (i) the aggregate amount of -------- ------- all Letter of Credit Liabilities, plus the aggregate principal amount of the ---- Revolving Credit Loans then outstanding, plus the aggregate principal amount of ---- Swing Loans then outstanding exceed at any time the lesser of (x) the Revolving Credit Commitments as in effect at such time and (y) the Borrowing Base as in effect at such time, (ii) the sum of the aggregate principal amount of Revolving Credit Loans then outstanding made by any Revolving Credit Lender, plus such ---- Lender's pro rata share (based on the Revolving Credit Commitments) of the --- ---- aggregate principal amount of Swing Loans then outstanding, plus such Lender's ---- pro rata share (based on the Revolving Credit Commitments) of the aggregate --- ---- amount of all Letter of Credit Liabilities exceed such Lender's Revolving Credit Commitment as in effect at such time, (iii) the outstanding aggregate amount of all Letter of Credit Liabilities exceed $15.0 million, (iv) the face amount of any Letter of Credit be less than $10,000, (v) the expiration date of any Letter of Credit extend beyond the earlier of (x) the fifth Business Day preceding the Revolving Credit Commitment Termination Date (unless cash collateralized (or backstopped by irrevocable letters of credit) beyond such date on terms and conditions and pursuant to documentation satisfactory to the Majority Revolving Credit Lenders) and (y) the date twelve months following the date of such issuance for standby Letters of Credit or 270 days after the date of such issuance for trade Letters of Credit, unless the Majority Revolving Credit Lenders have approved such expiry date in writing (but never beyond the fifth Business Day prior to the Revolving Credit Commitment Termination Date); provided, however, that any standby Letter of Credit may be issued on automatically -------- ------- extendible for periods of up to one year (but never beyond the Effective Date in order to backstop or replace existing letters fifth Business Day preceding the Revolving Credit Commitment Termination Date) so long as such Letter of credit issued under facilities no longer available Credit provides that the Issuing Lender retains an option satisfactory to the Borrowers as of the Effective Date and (ii) the Company (on behalf of the Borrowers) may request that an Issuing Lender issue, at any time and from time to time after the Effective Date and prior to the 30th day prior to the Final Maturity Date, for the joint and several account of the Borrowers and for the benefit of (A) any holder (or any trustee, agent or other similar representative for any such holders) of L/C Supportable Obligations, an irrevocable standby letter of credit, in a form customarily used by such Issuing Lender or in such other form as is reasonably acceptable to such Issuing Lender, and to terminate such Letter of Credit prior to each extension date, unless all of the Revolving Credit Lenders have approved such expiry date in writing, or (Bvi) sellers of goods to the Borrowers or any of their Subsidiaries, an irrevocable trade letter of credit, in a form customarily used by such Issuing Lender issue any Letter of Credit after it has received notice from Borrower or in the Majority Revolving Credit Lenders stating that a Default or Event of Default exists until such other form time as has been approved by such the Issuing Lender shall have received written notice of (each x) rescission of such letter notice from the Majority Revolving Credit Lenders, (y) waiver of credit, a “Letter such Default or Event of Credit” and, collectively, Default in accordance with this Agreement or (z) the “Administrative Agent's good faith determination that such Default or Event of Default has ceased to exist. The following additional provisions shall apply to Letters of Credit”) (provided, that without limiting the joint and several nature of the Borrowers’ obligations in respect of the Letters of Credit, any particular Letter of Credit may name only one or more Borrowers as the account party therein). All Letters of Credit shall be issued on a sight basis only. The Borrowers, the other Credit Parties and the Lender hereby acknowledge and agree that all Existing Letters of Credit shall constitute Letters of Credit under this Agreement on and after the Effective Date with the same effect as if such Existing Letters of Credit were issued by Issuing Lender at the request of the Borrowers on the Effective Date.:

Letters of Credit. (a) THE LETTER OF CREDIT COMMITMENT. (i) Subject to and upon the terms and conditions set forth herein, (iA) Letters of Credit may be issued on each L/C Issuer agrees, in reliance upon the Effective Date in order to backstop or replace existing letters of credit issued under facilities no longer available to the Borrowers as agreements of the Effective Date and other Banks set forth in this SECTION 2.04, (ii1) the Company (on behalf of the Borrowers) may request that an Issuing Lender issue, at any time and from time to time after on any Business Day during the period from the Effective Date and prior until the expiration of the Availability Period, to the 30th day prior to the Final Maturity Date, issue Letters of Credit for the joint and several account of the Borrowers Borrower, and for the benefit to amend or renew Letters of (A) any holder (or any trustee, agent or other similar representative for any such holders) of L/C Supportable Obligations, an irrevocable standby letter of creditCredit previously issued by it, in a form customarily used by such Issuing Lender or in such other form as is reasonably acceptable accordance with SUBSECTION (b) below, and (2) to such Issuing Lender, honor drafts under the Letters of Credit; and (B) sellers of goods the Banks severally agree to the Borrowers or any of their Subsidiaries, an irrevocable trade letter of credit, participate in a form customarily used by such Issuing Lender or in such other form as has been approved by such Issuing Lender (each such letter of credit, a “Letter of Credit” and, collectively, the “Letters of Credit”) (provided, that without limiting Credit issued for the joint and several nature account of the Borrowers’ obligations in Borrower and fund Unreimbursed Drawings with respect of the Letters of Credit, thereto; PROVIDED that no L/C Issuer shall be obligated to make any particular L/C Credit Extension with respect to any Letter of Credit may name only one and no Bank shall be obligated to participate in any Letter of Credit if, as of the date of such L/C Credit Extension, (x) the Total Outstandings would exceed the Commitments, (y) the aggregate Outstanding Amount of the Loans of any Bank PLUS such Bank's Commitment Percentage of the Outstanding Amount of all L/C Obligations would exceed such Bank's Commitment or more Borrowers as (z) the account party therein)Outstanding Amount of the L/C Obligations would exceed the Letter of Credit Sublimit. All Within the foregoing limits, and subject to the terms and conditions hereof, the Borrower's ability to obtain Letters of Credit shall be issued on a sight basis onlyfully revolving, and accordingly the Borrower may, during the foregoing period, obtain Letters of Credit to replace Letters of Credit that have expired or that have been drawn upon and reimbursed. The Borrowers, underlying documentation with respect to Existing Letters of Credit shall be deemed to be amended to the other Credit Parties extent necessary to conform to the provisions set forth herein and the Lender hereby acknowledge and agree that thereafter all Existing Letters of Credit shall constitute Letters of Credit under this Agreement on be deemed to have been issued pursuant hereto, and from and after the Effective Date shall be subject to and governed by the terms and conditions hereof, including, without limitation, SECTION 2.04(k). The Borrower and each Person that becomes, in accordance with the same effect terms hereof, an L/C Issuer agree that any letter of credit issued by such Person for the account of the Borrower that the Borrower and such L/C Issuer agree shall be treated as if a Letter of Credit issued under this Agreement and that is identified to the Administrative Agent (including whether such letter of credit is a Performance L/C or Financial L/C) at the time such Person becomes an L/C Issuer or, in the case of Bank of America, promptly after the Effective Date shall, subject to the satisfaction of the conditions specified in SECTION 3.02 and the immediately preceding sentence, be deemed an Existing Letter of Credit hereunder. Each such Person that becomes an L/C Issuer shall confirm to the Administrative Agent on such date that it has received evidence satisfactory to it from the Borrower that each such Existing Letters Letter of Credit were issued by Issuing Lender at is correctly identified to the request of Administrative Agent as a Performance L/C or Financial L/C, as the Borrowers on the Effective Datecase may be.

Letters of Credit. (a) Subject to and upon Upon the terms and conditions set forth herein, (i) Letters of Credit may be issued on the Effective Date in order to backstop or replace existing letters of credit issued under facilities no longer available subject to the Borrowers as of conditions herein set forth, the Effective Date and (ii) the Company (on behalf of the Borrowers) Borrower may request that an the Issuing Lender issueBank, at any time and from time to time after the Effective Date date hereof and prior to the 30th day prior Termination Date, to issue, and subject to the Final Maturity Dateterms and conditions contained herein, the Issuing Bank shall issue, for the joint and several account of the Borrowers and for the benefit of (A) any holder (or any trusteeBorrower, agent or other similar representative for any such holders) of L/C Supportable Obligations, an irrevocable standby letter of credit, in a form customarily used by such Issuing Lender or in such other form as is reasonably acceptable to such Issuing Lender, and (B) sellers of goods to the Borrowers or any of their Subsidiaries, an irrevocable trade letter of credit, in a form customarily used by such Issuing Lender or in such other form as has been approved by such Issuing Lender (each such letter of credit, a “Letter of Credit” and, collectively, the “Letters of Credit”) (provided, that without limiting the joint and several nature of the Borrowers’ obligations in respect of the Letters of Credit, any particular Letter of Credit may name only one or more Borrowers as the account party therein). All Letters of Credit in Dollars; provided that no Letter of Credit shall be issued on a sight basis only. The Borrowersif after giving effect to such issuance (i) the aggregate Letter of Credit Outstandings shall exceed the Letter of Credit Sublimit, (ii) the other aggregate outstanding amount of the Revolving Loans, Letter of Credit Parties Outstandings, and Swingline Loans would exceed the Lender hereby acknowledge Revolving Loan Cap, or (iii) the aggregate outstanding amount of the Revolving Loans of any Revolving Loan Lender, plus such Revolving Loan Lender’s Revolving Loan Commitment Percentage of the outstanding amount of all Letter of Credit Outstandings, plus such Revolving Loan Lender’s Revolving Loan Commitment Percentage of the outstanding amount of all Swingline Loans would exceed such Revolving Loan Lender’s Revolving Loan Commitment; and agree provided, further, that all Existing Letters no Letter of Credit shall constitute Letters be issued if (A) the Issuing Bank shall have received notice from the Administrative Agent or the Required Revolving Loan Lenders that the conditions to such issuance have not been met or (B) there exists a Deteriorating and/or Delinquent Lender, unless (i) such Revolving Loan Lender’s participation with respect to such Letter of Credit under this Agreement on is reallocated pursuant to Section 8.12, or (ii) the Issuing Bank has otherwise entered into arrangements reasonably satisfactory to it and after the Effective Date Borrower to eliminate the Issuing Bank’s risk with respect to the same effect as if participation in such Existing Letters Letter of Credit were issued of such Revolving Loan Lender, which arrangements may include the Borrower cash collateralizing such Deteriorating and/or Delinquent Lender’s participation with respect to such Letter of Credit in accordance with Section 8.12; and provided further that the Issuing Bank shall not be required to issue any such Letter of Credit in its reasonable discretion if: (X) any order, judgment or decree of any Governmental Authority or arbitrator shall by its terms purport to enjoin or restrain the Issuing Lender at Bank from issuing such Letter of Credit, or any Applicable Law relating to the Issuing Bank or any request or directive (whether or not having the force of law) from any Governmental Authority with jurisdiction over the Borrowers Issuing Bank shall prohibit, or request that the Issuing Bank refrain from, the issuance of letters of credit generally or such Letter of Credit in particular or shall impose upon the Issuing Bank with respect to such Letter of Credit any restriction, reserve or capital requirement (for which the Issuing Bank is not otherwise compensated hereunder) not in effect on the Effective Date., or shall impose upon the Issuing Bank any unreimbursed loss, cost or expense which was not applicable on the Effective Date and which the Issuing Bank in good xxxxx xxxxx material to it, or (Y) the issuance of such Letter of 62

Letters of Credit. On and after the Funding Date, (ax) the L/C Issuer, in reliance upon the commitments of the Dollar Revolving Lenders set forth herein, agrees (A) to issue Letters of Credit denominated in Dollars or in one or more Alternative Currencies, for the account of the Borrower (or for the account of any member of the Consolidated Group, but in such case the Borrower will remain obligated to reimburse the L/C Issuer for any and all drawings under such Letter of Credit, and the Borrower acknowledges that the issuance of Letters of Credit for the account of members of the Consolidated Group inures to the benefit of the Borrower, and the Borrower acknowledges that the Borrower’s business derives substantial benefits from the business of such members of the Consolidated Group) on any Business Day, (B) to amend or extend Letters of Credit previously issued hereunder, and (C) to honor drawings under Letters of Credit; and (y) the Dollar Revolving Lenders severally agree to purchase from the L/C Issuer a participation interest in Letters of Credit issued hereunder in an amount equal to such Dollar Revolving Lender’s Dollar Revolving Commitment Percentage thereof; provided that (A) the Outstanding Amount of L/C Obligations shall not exceed FIFTEEN MILLION DOLLARS ($15,000,000) (as such amount may be decreased in accordance with the provisions hereof, the “L/C Sublimit”), (B) with regard to the Dollar Revolving Lenders collectively, the Outstanding Amount of Dollar Revolving Obligations shall not exceed the Aggregate Dollar Revolving Committed Amount and (C) with regard to each Dollar Revolving Lender individually, such Dollar Revolving Lender’s Dollar Revolving Commitment Percentage of Dollar Revolving Obligations shall not exceed its respective Dollar Revolving Committed Amount. Subject to and upon the terms and conditions set forth hereof, the Borrower’s ability to obtain Letters of Credit shall be fully revolving, and accordingly the Borrower may obtain Letters of Credit to replace Letters of Credit that have expired or that have been drawn upon and reimbursed. Notwithstanding anything contained herein, (i) no Letters of Credit may be issued on used to support the Effective Date in order to backstop or replace existing letters of credit issued under facilities no longer available to the Borrowers as of the Effective Date and (ii) the Company (on behalf of the Borrowers) may request that an Issuing Lender issue, at any time and from time to time after the Effective Date and prior to the 30th day prior to the Final Maturity Date, for the joint and several account of the Borrowers and for the benefit of (A) any holder (or any trustee, agent or other similar representative for any such holders) of L/C Supportable Obligations, an irrevocable standby letter of credit, in a form customarily used by such Issuing Lender or in such other form as is reasonably acceptable to such Issuing Lender, and (B) sellers of goods to the Borrowers or any of their Subsidiaries, an irrevocable trade letter of credit, in a form customarily used by such Issuing Lender or in such other form as has been approved by such Issuing Lender (each such letter of credit, a “Letter of Credit” and, collectivelyIAC Dividend, the “Letters of Credit”) (provided, that without limiting the joint and several nature of the Borrowers’ obligations in respect of the Letters of CreditSpin-Off, any particular Letter of Credit may name only one transaction contemplated by the Spin-Off or more Borrowers as the account party therein)contemplated by Section 8.12. All Existing Letters of Credit shall be deemed to have been issued on a sight basis only. The Borrowerspursuant hereto, the other Credit Parties and the Lender hereby acknowledge and agree that all Existing Letters of Credit shall constitute Letters of Credit under this Agreement on from and after the Effective Funding Date with shall be subject to and governed by the same effect as if such Existing Letters of Credit were issued by Issuing Lender at the request of the Borrowers on the Effective Dateterms and conditions hereof.

Letters of Credit. (a) Subject to and upon the terms and conditions set forth hereinhereof, the Revolving Credit Commitments may be utilized, upon the request of Borrower, in addition to the Revolving Credit Loans provided for by Section 2.01(a), for standby and commercial documentary letters of credit (herein collectively called "LETTERS OF CREDIT") issued by the Issuing Lender for the account of Borrower or any Subsidiary which is an Obligor (PROVIDED, that Borrower shall be a co-applicant (and jointly and severally liable) with respect to each Letter of Credit issued for the account of any such Subsidiary); PROVIDED, HOWEVER, that in no event shall (i) the aggregate amount of all Letter of Credit Liabilities, PLUS the aggregate principal amount of the Revolving Credit Loans then outstanding, PLUS the aggregate principal amount of Swing Loans then outstanding exceed at any time the Revolving Credit Commitments as in effect at such time, (ii) the sum of the aggregate principal amount of Revolving Credit Loans then outstanding made by any Revolving Credit Lender, PLUS such Lender's PRO RATA share (based on the Revolving Credit Commitments) of the aggregate principal amount of Swing Loans then outstanding), PLUS such Lender's PRO RATA share (based on the Revolving Credit Commitments) of the aggregate amount of all Letter of Credit Liabilities exceed such Lender's Revolving Credit Commitment as in effect at such time, (iii) the outstanding aggregate amount of all Letter of Credit Liabilities exceed $5.0 million, (iv) the face amount of any Letter of Credit be less than $10,000, (v) the expiration date of any Letter of Credit extend beyond the earlier of (x) the fifth Business Day preceding the Revolving Credit Commitment Termination Date and (y) the date twelve months following the date of such issuance for standby Letters of Credit or 180 days after the date of such issuance for commercial documentary Letters of Credit, unless the Majority Revolving Credit Lenders have approved such expiry date in writing (but never beyond the fifth Business Day prior to the Revolving Credit Commitment Termination Date); PROVIDED, HOWEVER, that any standby Letter of Credit may be issued on automatically extendible for periods of up to one year (but never beyond the Effective Date in order to backstop or replace existing letters fifth Business Day preceding the Revolving Credit Commitment Termination Date) so long as such Letter of credit issued under facilities no longer available Credit provides that the Issuing Lender retains an option satisfactory to the Borrowers as Issuing Lender to terminate such Letter of Credit prior to each extension date, unless the Effective Date and Majority Revolving Credit Lenders have approved such expiry date in writing, or (iivi) the Company (on behalf of the Borrowers) may request that an Issuing Lender issue, at issue any Letter of Credit after it has received notice from Borrower or the Majority Revolving Credit Lenders stating that a Default exists until such time and from time to time after as the Effective Date and prior to the 30th day prior to the Final Maturity Date, for the joint and several account of the Borrowers and for the benefit Issuing Lender shall have received written notice of (Ax) any holder rescission of such notice from the Majority Revolving Credit Lenders, (y) waiver of such Default in accordance with this Agreement or any trustee, agent or other similar representative for any (z) the Administrative Agent's good faith determination that such holders) of L/C Supportable Obligations, an irrevocable standby letter of credit, in a form customarily used by such Issuing Lender or in such other form as is reasonably acceptable Default has ceased to such Issuing Lender, and (B) sellers of goods exist. The following additional provisions shall apply to the Borrowers or any of their Subsidiaries, an irrevocable trade letter of credit, in a form customarily used by such Issuing Lender or in such other form as has been approved by such Issuing Lender (each such letter of credit, a “Letter of Credit” and, collectively, the “Letters of Credit”) (provided, that without limiting the joint and several nature of the Borrowers’ obligations in respect of the Letters of Credit, any particular Letter of Credit may name only one or more Borrowers as the account party therein). All Letters of Credit shall be issued on a sight basis only. The Borrowers, the other Credit Parties and the Lender hereby acknowledge and agree that all Existing Letters of Credit shall constitute Letters of Credit under this Agreement on and after the Effective Date with the same effect as if such Existing Letters of Credit were issued by Issuing Lender at the request of the Borrowers on the Effective Date.:

Letters of Credit. (a) The Letter of Credit Commitment. (i) Subject to and upon the terms and conditions set forth herein, (iA) the L/C Issuer agrees, in reliance upon the agreements of the Revolving Credit Lenders set forth in this Section 2.03, (1) from time to time on any Business Day during the period from the Closing Date until the Letter of Credit Expiration Date, to issue Letters of Credit for the account of the Revolving Credit Borrower (except that it is acknowledged that the Existing Letters of Credit are issued for the account of GII), and to amend Letters of Credit previously issued by it, in accordance with Section 2.03(b), and (2) to honor drawings under the Letters of Credit; and (B) the Revolving Credit Lenders severally agree to participate in Letters of Credit issued for the account of the Revolving Credit Borrower (or, in the case of the Existing Letters of Credit, for the account of GII) and any drawings thereunder; provided that (A) no Letter of Credit may be issued (or, in the case of the Existing Letters of Credit, the Existing Letters of Credit shall not be deemed to have been issued hereunder) unless the Term Borrowing has been made available or is made available on the Effective Date in order to backstop or replace existing letters same day as the issuance of credit issued under facilities no longer available to the Borrowers as such Letter of the Effective Date and (ii) the Company (on behalf of the Borrowers) may request that an Issuing Lender issue, at any time and from time to time after the Effective Date and prior to the 30th day prior to the Final Maturity Date, for the joint and several account of the Borrowers and for the benefit of (A) any holder (or any trustee, agent or other similar representative for any such holders) of L/C Supportable Obligations, an irrevocable standby letter of credit, in a form customarily used by such Issuing Lender or in such other form as is reasonably acceptable to such Issuing Lender, Credit and (B) sellers of goods after giving effect to the Borrowers or any of their Subsidiaries, an irrevocable trade letter of credit, in a form customarily used by such Issuing Lender or in such other form as has been approved by such Issuing Lender (each such letter of credit, a “L/C Credit Extension with respect to any Letter of Credit” and, collectively(x) the Total Revolving Credit Outstandings at such time shall not exceed the Revolving Credit Facility Amount at such time, (y) the “Letters of Credit”) (provided, that without limiting the joint and several nature aggregate Outstanding Amount of the Borrowers’ obligations Revolving Credit Loans of any Revolving Credit Lender, plus such Lender’s aggregate Participation in respect the Outstanding Amount of all L/C Obligations, plus such Lender’s aggregate Participation in the Outstanding Amount of all Swing Line Loans shall not exceed such Lender’s Revolving Credit Commitment, and (z) the Outstanding Amount of the Letters L/C Obligations at such time shall not exceed the Letter of Credit Sublimit. Each request by the Revolving Credit Borrower (or, in the case of any Existing Letter of Credit, any particular GII) for the issuance or amendment of a Letter of Credit may name only one or more Borrowers as shall be deemed to be a representation by the account party therein)Revolving Credit Borrower that the L/C Credit Extension so requested complies with the conditions set forth in the proviso to the preceding sentence. All Within the foregoing limits, and subject to the terms and conditions hereof, the Revolving Credit Borrower’s ability to obtain Letters of Credit shall be issued on a sight basis only. The Borrowersfully revolving, and accordingly the other Revolving Credit Parties and Borrower may, during the Lender hereby acknowledge and agree that all Existing foregoing period, obtain Letters of Credit shall constitute to replace Letters of Credit under this Agreement on that have expired or that have been drawn upon and after the Effective Date with the same effect as if such Existing Letters of Credit were issued by Issuing Lender at the request of the Borrowers on the Effective Datereimbursed.

Letters of Credit. (ai) Subject to and upon Each Issuing Bank agrees, on the terms and conditions hereinafter set forth, in reliance upon the agreements of the Revolving Credit Lenders set forth hereinin this Agreement, to issue one or more letters of credit denominated in Dollars in the form of (ix) Letters trade letters of Credit may be issued on credit in support of trade obligations of the Effective Date Borrower and its Subsidiaries incurred in order to backstop or replace existing the ordinary course of business (such letters of credit issued under facilities no longer available for such purposes, “Trade Letters of Credit”) and (y) standby letters of credit issued for any other lawful purposes of the Borrower and its Subsidiaries (such letters of credit issued for such purposes, “Standby Letters of Credit”; each such letter of credit issued hereunder, a “Letter of Credit” and collectively, the “Letters of Credit”) for its own account or for the account of any Subsidiary (in which case such Letter of Credit shall be deemed issued for the joint and several account of the Borrower and such Subsidiary) in a form reasonably acceptable to the Borrowers as of the Effective Date and (ii) the Company (on behalf of the Borrowers) may request that an applicable Issuing Lender issueBank, at any time and from time to time after during the Effective Date applicable Availability Period and prior to the 30th day date that is five (5) days prior to the Final Maturity Date, latest Termination Date in an aggregate Available Amount (i) for all Letters of Credit issued by each Issuing Bank not to exceed at any time the joint and several account of the Borrowers and for the benefit lesser of (A) any holder (or any trustee, agent or other similar representative for any the Letter of Credit Facility at such holders) of L/C Supportable Obligations, an irrevocable standby letter of credit, in a form customarily used by such Issuing Lender or in such other form as is reasonably acceptable to such Issuing Lender, time and (B) sellers such Issuing Bank’s Letter of goods Credit Commitment at such time and (ii) for each such Letter of Credit not to exceed an amount equal to the Borrowers or Unused Revolving Credit Commitments of the Revolving Credit Lenders; provided that if (i) the Termination Date has been extended as to some but not all Revolving Credit Lenders pursuant to Section 2.22 and (ii) the Borrower requests the issuance of a Letter of Credit which expires later than the Termination Date of any Revolving Credit Lender in effect prior to such extension, then compliance with clause (B) above shall be determined solely with reference to the Revolving Credit Lenders whose Revolving Credit Commitments have been so extended; provided further, that Royal Bank of their SubsidiariesCanada and its affiliates shall not be obligated to issue Trade Letters of Credit. If requested by an Issuing Bank, an irrevocable trade letter the Borrower shall also submit a Letter of credit, in a form customarily used by Credit Application on such Issuing Lender or Bank’s standard form in such other form as has been approved by such Issuing Lender (each such letter of credit, connection with any request for a “Letter of Credit” and. In the event of any inconsistency between the terms and conditions of this Agreement and the terms and conditions of any form of Letter of Credit Application or other agreement submitted by the Borrower to, collectivelyor entered into by the Borrower with, an Issuing Bank relating to any Letter of Credit, the terms and conditions of this Agreement shall control. Notwithstanding anything herein to the contrary, each Issuing Bank shall have no obligation hereunder to issue, and shall not issue, any Letter of Credit the proceeds of which would be made available to any person (i) to fund any activity or business of or with any Sanctioned Person, or in any country or territory that, at the time of such funding, is the subject of any Sanctions or (ii) in any manner that would result in a violation of any Sanctions by any party to this Agreement. Notwithstanding anything to the contrary provided in this Agreement, each letter of credit listed on Schedule 2.01(c) (each, an “Letters Existing Letter of Credit”) (provided, that without limiting the joint and several nature of the Borrowers’ obligations in respect of the Letters of Credit, any particular Letter of Credit may name only one or more Borrowers as the account party therein). All Letters of Credit shall be deemed issued on a sight basis only. The Borrowers, the other Credit Parties and the Lender hereby acknowledge and agree that all Existing Letters of Credit shall constitute Letters of Credit under this Agreement on from and after the Effective Date with the same effect as if such Existing Letters of Credit were issued by Issuing Lender at the request of the Borrowers on the Effective Date.

Letters of Credit. During the Commitment Period, (ax) each L/C Issuer, in reliance upon the commitments of the Revolving Lenders set forth herein, severally agrees (A) to issue Letters of Credit denominated in Dollars or in one or more Alternative Currencies, for the account of the Borrower (or for the account of any member of the Consolidated Group, but in such case the Borrower will remain obligated to reimburse the L/C Issuer for any and all drawings under such Letter of Credit, and the Borrower acknowledges that the issuance of Letters of Credit for the account of members of the Consolidated Group inures to the benefit of the Borrower, and the Borrower acknowledges that the Borrower’s business derives substantial benefits from the business of such members of the Consolidated Group) on any Business Day, (B) to amend or extend Letters of Credit previously issued hereunder, and (C) to honor drawings under Letters of Credit; and (y) Revolving Lenders severally agree to purchase from the L/C Issuers a participation interest in Letters of Credit issued hereunder in an amount equal to such Revolving Lender’s Revolving Commitment Percentage thereof; provided that (1) the Outstanding Amount of L/C Obligations shall not exceed ONE HUNDRED FIFTY MILLION DOLLARS ($150,000,000) (as such amount may be decreased in accordance with the provisions hereof, the “L/C Sublimit”), (2) with regard to the Revolving Lenders collectively, the Outstanding Amount of Revolving Obligations shall not exceed the Aggregate Revolving Committed Amount and (3) with regard to each Revolving Lender individually, such Revolving Lender’s Revolving Commitment Percentage of Revolving Obligations shall not exceed its respective Revolving Committed Amount. Subject to and upon the terms and conditions set forth herein, (i) Letters of Credit may be issued on the Effective Date in order to backstop or replace existing letters of credit issued under facilities no longer available to the Borrowers as of the Effective Date and (ii) the Company (on behalf of the Borrowers) may request that an Issuing Lender issue, at any time and from time to time after the Effective Date and prior to the 30th day prior to the Final Maturity Date, for the joint and several account of the Borrowers and for the benefit of (A) any holder (or any trustee, agent or other similar representative for any such holders) of L/C Supportable Obligations, an irrevocable standby letter of credit, in a form customarily used by such Issuing Lender or in such other form as is reasonably acceptable to such Issuing Lender, and (B) sellers of goods to the Borrowers or any of their Subsidiaries, an irrevocable trade letter of credit, in a form customarily used by such Issuing Lender or in such other form as has been approved by such Issuing Lender (each such letter of credit, a “Letter of Credit” and, collectivelyhereof, the “Letters of Credit”) (provided, that without limiting the joint and several nature of the Borrowers’ obligations in respect of the Letters of Credit, any particular Letter of Credit may name only one or more Borrowers as the account party therein). All Borrower’s ability to obtain Letters of Credit shall be issued on a sight basis onlyfully revolving, and accordingly the Borrower may obtain Letters of Credit to replace Letters of Credit that have expired or that have been drawn upon and reimbursed. The Borrowers, the other Credit Parties and the Lender hereby acknowledge and agree that all All Existing Letters of Credit shall constitute Letters of Credit under this Agreement on be deemed to have been issued pursuant hereto, and from and after the Effective Closing Date with shall be subject to and governed by the same effect as if such Existing Letters of Credit were issued by Issuing Lender at the request of the Borrowers on the Effective Dateterms and conditions hereof.

Letters of Credit. At Purchaser's option, the Deposit may be paid by Purchaser simultaneously herewith by Purchaser's delivering to Mall Subsidiary one or more clean, irrevocable stand-by letters of credit (athe "Letters of Credit") Subject in an aggregate amount equal to the Deposit in favor of Mall Subsidiary, the form of each of which shall comply with the next sentence and shall otherwise be reasonably acceptable to the Sellers and each of which shall be issued by a bank (the "Bank") with a Issuer Financial Strength Rating from S&P of A or better (without a negative credit watch if such rating is A) or a Senior Unsecured Debt Rating or Issuer Rating from Xxxxx'x of A-2 or better (without a negative credit watch if such rating is A-2). Each of the Letters of Credit shall initially have an expiration date not earlier than sixty (60) days after the initial Closing Date provided for in the first sentence of Section 5.1 hereof, and each shall provide that it can be drawn on by the Mall Subsidiary upon delivery by Mall Subsidiary to the Bank of a written notice stating that Mall Subsidiary is entitled to draw upon such Letter of Credit pursuant to the terms and conditions set forth herein, of this Agreement. If one or more Letters of Credit are delivered by Purchaser: (i) if the Closing occurs, the Letters of Credit may shall be issued on returned by Mall Subsidiary to Purchaser at the Effective Date in order to backstop or replace existing letters of credit issued under facilities no longer available to Closing and the Borrowers as of the Effective Date and (ii) the Company (on behalf of the Borrowers) may request that an Issuing Lender issue, at any time and from time to time after the Effective Date and prior to the 30th day prior to the Final Maturity Date, for the joint and several account of the Borrowers and for the benefit of (A) any holder (or any trustee, agent or other similar representative for any such holders) of L/C Supportable Obligations, an irrevocable standby letter of credit, in a form customarily used by such Issuing Lender or Remaining Balance shall in such other form as is reasonably acceptable to such Issuing Lender, and (B) sellers of goods to case be increased by the Borrowers or any of their Subsidiaries, an irrevocable trade letter of credit, in a form customarily used by such Issuing Lender or in such other form as has been approved by such Issuing Lender (each such letter of credit, a “Letter of Credit” and, collectively, the “Letters of Credit”) (provided, that without limiting the joint and several nature of the Borrowers’ obligations in respect amount of the Letters of Credit; (ii) if the Closing does not occur under circumstances in which Purchaser is entitled to a return of the Deposit, any particular Letter of Credit may name only one or more Borrowers as the account party therein). All Letters of Credit shall be issued on a sight basis only. The Borrowers, promptly returned by Mall Subsidiary to Purchaser; and (iii) if (A) the other Credit Parties and Sellers shall at any time be entitled to receive the Lender hereby acknowledge and agree that all Existing proceeds of the Deposit or (B) Mall Subsidiary shall be holding any Letters of Credit thirty (30) days prior to the expiration date thereof and Purchaser shall constitute not theretofore have delivered to Mall Subsidiary an endorsement to such Letters of Credit under this Agreement on and after signed by the Effective Date with the same effect as if issuer thereof extending such Existing expiration date for a minimum of sixty (60) days or replacement Letters of Credit were issued by Issuing Lender at meeting the request requirements of the Borrowers on first and second sentences of this Section 3.3 and bearing an expiration date at least sixty (60) days following the Effective Dateexpiration date of the original Letters of Credit, then in either such case Mall Subsidiary shall be entitled to draw the full amount of such Letters of Credit and either retain such amount (in the case of clause (A)) or pay such amount to Escrow Agent (in the case of clause (B), in which event the provisions of Section 3.2 shall apply with respect to such amount).

Letters of Credit. (a) The Letter of Credit Commitment. (i) Subject to and upon the terms and conditions set forth herein, (iA) Letters of Credit may be issued on the Effective Date L/C Issuer agrees, in order to backstop or replace existing letters of credit issued under facilities no longer available to reliance upon the Borrowers as agreements of the Effective Date and Revolving Lenders set forth in this Section 2.03, (ii1) the Company (on behalf of the Borrowers) may request that an Issuing Lender issue, at any time and from time to time after on any Business Day during the period from the Effective Date and prior to until the 30th day prior to the Final Maturity Letter of Credit Expiration Date, to issue Letters of Credit in Dollars or in any Alternative Currency for the joint and several account of the Borrowers and for the benefit of (A) any holder (Parent Borrower or any trusteeof its Subsidiaries, agent and to amend or other similar representative for any such holders) extend Letters of L/C Supportable Obligations, an irrevocable standby letter of creditCredit previously issued by it, in a form customarily used by such Issuing Lender or in such other form as is reasonably acceptable accordance with Section 2.03(b), and (2) to such Issuing Lender, honor drawings under the Letters of Credit; and (B) sellers the Revolving Lenders severally agree to participate in Letters of goods Credit issued for the account of the Parent Borrower or its Subsidiaries and any drawings thereunder; provided, that, after giving effect to the Borrowers or any of their Subsidiaries, an irrevocable trade letter of credit, in a form customarily used by such Issuing Lender or in such other form as has been approved by such Issuing Lender (each such letter of credit, a “L/C Credit Extension with respect to any Letter of Credit” and, collectively(w) the Dollar Equivalent of Total Revolving Outstandings denominated in Alternative Currencies shall be exceed the Alternative Currency Sublimit, (x) the Total Revolving Outstandings shall not exceed the Aggregate Revolving Commitments, (y) the aggregate Outstanding Amount of the Revolving Loans of any Revolving Lender, plus such Revolving Lender’s Applicable Percentage of the Outstanding Amount of all L/C Obligations plus such Revolving Lender’s Applicable Percentage of the Outstanding Amount of all Swing Line Loans shall not exceed such Revolving Lender’s Revolving Commitment and (z) the Outstanding Amount of the L/C Obligations shall not exceed the Letter of Credit Sublimit. Each request by the Parent Borrower for the issuance or amendment of a Letter of Credit shall be deemed to be a representation by the Parent Borrower that the L/C Credit Extension so requested complies with the conditions set forth in the proviso to the preceding sentence. Within the foregoing limits, and subject to the terms and conditions hereof, the “Parent Borrower’s ability to obtain Letters of Credit”) (providedCredit shall be fully revolving, and accordingly the Parent Borrower may, during the foregoing period, obtain Letters of Credit to replace Letters of Credit that without limiting have expired or that have been drawn upon and reimbursed. Furthermore, each Revolving Lender acknowledges and confirms that it has a participation interest in the joint and several nature liability of the Borrowers’ L/C Issuer under the Existing Letters of Credit in a percentage equal to its Applicable Percentage of the Revolving Loans. The Parent Borrower’s reimbursement obligations in respect of the Existing Letters of Credit, and each Revolving Lender’s obligations in connection therewith, shall be governed by the terms of this Agreement. (ii) The L/C Issuer shall not issue any particular Letter of Credit may name only one or more Borrowers as if: (A) subject to Section 2.03(b)(iii), the account party therein). All Letters expiry date of such requested Letter of Credit shall be issued on a sight basis only. The Borrowers, would occur more than twelve (12) months after the other Credit Parties and date of issuance or last extension; or (B) the Lender hereby acknowledge and agree that all Existing Letters expiry date of such requested Letter of Credit shall constitute Letters would occur after the Letter of Credit under this Agreement on and after Expiration Date, unless the Effective Date with the same effect as if L/C Issuer shall have approved such Existing Letters of Credit were issued by Issuing Lender at the request of the Borrowers on the Effective Date.expiry 50 CHAR1\1732710v2

Letters of Credit. (a) Subject On the Closing Date, Bank of America, N.A., as the Issuing Bank under the Existing Letters of Credit, in reliance upon the agreements of the other Lenders pursuant to and upon Section 2.22(d), agrees to continue ------------ - the prior issuance of such Existing Letters of Credit on the terms and conditions set forth hereintherein. Thereafter during the Availability Period, (i) Letters of Credit may be issued on the Effective Date Issuing Bank, in order to backstop or replace existing letters of credit issued under facilities no longer available to the Borrowers as reliance upon said agreements of the Effective Date and (ii) the Company (on behalf of the Borrowers) may request that an Issuing Lender other Lenders pursuant to Section 2.22(d), agrees to issue, at any time and from time to time after the Effective Date and prior to the 30th day prior to the Final Maturity Date, for the joint and several account of the Borrowers and for the benefit of (A) any holder (or any trustee, agent or other similar representative for any such holders) of L/C Supportable Obligations, an irrevocable standby letter of credit, in a form customarily used by such Issuing Lender or in such other form as is reasonably acceptable to such Issuing Lender, and (B) sellers of goods to the Borrowers or any of their Subsidiaries, an irrevocable trade letter of credit, in a form customarily used by such Issuing Lender or in such other form as has been approved by such Issuing Lender (each such letter of credit, a “Letter of Credit” and, collectively, the “Letters of Credit”) (provided, that without limiting the joint and several nature of the Borrowers’ obligations in respect of the Letters of Credit, any particular Letter of Credit may name only one or more Borrowers as the account party therein). All Letters of Credit shall be issued on a sight basis only. The Borrowers, the other Credit Parties and the Lender hereby acknowledge and agree that all Existing Letters of Credit shall constitute Letters of Credit under this Agreement on and after the Effective Date with the same effect as if such Existing Letters of Credit were issued by Issuing Lender at the request of the Borrowers Borrower, Letters of ------------ - Credit for the account of the Borrower on the Effective terms and conditions hereinafter set forth; provided, that (i) each Letter of Credit shall expire on the earlier -------- of (A) the date one year after the date of issuance of such Letter of Credit (or in the case of any renewal or extension thereof, one year after such renewal or extension) and (B) the date that is five (5) Business Days prior to the Commitment Termination Date; (ii) each Letter of Credit may be in any stated amount subject, however, to the provisions of clause (iii) hereof; and (iii) the ------- ------- Borrower may not request any Letter of Credit, if, after giving effect to such issuance (A) the aggregate LC Exposure would exceed the LC Commitment or (B) the sum of the aggregate outstanding Revolving Credit Exposures of all Lenders would exceed the Aggregate Revolving Commitments. Upon the issuance of each Letter of Credit (which, as set forth in the definition thereof, includes each Existing Letter of Credit), each Lender shall be deemed to, and hereby irrevocably and unconditionally agrees to, purchase from the Issuing Bank without recourse a participation in such Letter of Credit equal to such Lender's Pro Rata Share of the aggregate amount available to be drawn under such Letter of Credit. Each issuance of a Letter of Credit shall be deemed to utilize the Revolving Commitment of each Lender by an amount equal to the amount of such participation.

Letters of Credit. (a) (i) The Revolving Letters of Credit. Subject to and upon the terms and conditions set forth herein, (iA) Letters of Credit may be issued on the Effective Date Revolving L/C Issuers agree, in order to backstop or replace existing letters of credit issued under facilities no longer available to reliance upon the Borrowers as agreements of the Effective Date and other Revolving Credit Lenders set forth in this Section, (ii1) the Company (on behalf of the Borrowers) may request that an Issuing Lender issue, at any time and from time to time after on any Business Day during the period from the Effective Date and prior to until the 30th day prior to the Revolving Credit L/C Final Maturity Expiration Date, to issue Revolving Letters of Credit for the joint and several account of the Borrowers and for the benefit of Borrower or its Subsidiaries (A) any holder (other than Retail Holdco or any trusteeof its Subsidiaries when the Sleeve Documents are in effect), agent and to amend, renew or other similar representative for any such holders) extend the expiry dates of L/C Supportable Obligations, an irrevocable standby letter Revolving Letters of creditCredit previously issued by it, in a form customarily used by accordance with Section 2.3(b), and (2) to honor drawings if presented in accordance with the terms and conditions of such Issuing Lender or in such other form as is reasonably acceptable to such Issuing Lender, Revolving Letters of Credit; and (B) sellers the Revolving Credit Lenders severally agree to participate in Revolving Letters of goods Credit issued for the account of the Borrower or its Subsidiaries; provided, that no Revolving L/C Issuer shall be obligated to the Borrowers or make any of their Subsidiaries, an irrevocable trade letter of credit, in a form customarily used by such Issuing Lender or in such other form as has been approved by such Issuing Lender (each such letter of credit, a “Revolving L/C Credit Extension with respect to any Revolving Letter of Credit” and, collectivelyif as of the date of such Revolving L/C Credit Extension, (1) the amounts outstanding under the Revolving Credit Facility would exceed the aggregate Revolving Credit Commitments, (2) the Revolving L/C Exposure would exceed the aggregate Revolving Credit Commitments; provided, further, that no Revolving L/C Issuer shall be required to issue, amend or renew any Revolving Letter of Credit if, after giving effect thereto, all Revolving L/C Obligations held by such Revolving L/C Issuer with respect to all Revolving Letters of Credit issued by such Revolving L/C Issuer (or its Affiliates) would exceed the amount set forth on Schedule 2.1, opposite the name of such Revolving L/C Issuer, under the column entitled “Revolving L/C Issuer Amount for Revolving Letters of Credit”, or (3) (provided, that without limiting the joint and several nature sum of the Borrowers’ obligations in respect aggregate Outstanding Amount of the Letters Revolving Credit Loans of Credit, any particular Revolving Credit Lender plus such Lender’s Pro Rata Share of the Revolving L/C Exposure would exceed such Lender’s Revolving Credit Commitment. Each request by the Borrower for the issuance or amendment of a Revolving Letter of Credit may name only one or more Borrowers as shall be deemed to be a representation by the account party therein)Borrower that the Revolving L/C Credit Extension so requested complies with the conditions set forth in the preceding sentence. All Within the foregoing limits, and subject to the terms and conditions hereof, the Borrower’s ability to obtain Revolving Letters of Credit shall be issued on a sight basis onlyfully revolving, and accordingly the Borrower may, during the foregoing period, obtain Revolving Letters of Credit to replace Revolving Letters of Credit that have expired or that have been drawn upon and paid. The Borrowers, the other Credit Parties and the Lender hereby acknowledge and agree that all Existing Letters of Credit shall constitute identified on Schedule 1.1(a) as “Revolving Letters of Credit under this Agreement on Credit” shall be deemed to have been issued pursuant hereto, and from and after the Effective Date with the same effect as if such Existing shall be Revolving Letters of Credit were issued and shall be subject to and governed by Issuing Lender at the request of the Borrowers on the Effective Dateterms and conditions hereof.

Letters of Credit. (a) Subject to and upon the terms and conditions set forth herein, any Dollar Revolving Loan Borrower (iin the case of any Dollar Letter of Credit) Letters and any Alternate Currency Revolving Loan Borrower (in the case of Credit may be issued on the Effective Date in order to backstop or replace existing letters any Alternate Currency Letter of credit issued under facilities no longer available to the Borrowers as of the Effective Date and (ii) the Company (on behalf of the BorrowersCredit) may request that an the applicable Issuing Lender Bank for the requested Letter of Credit (as provided in the definition of “Issuing Bank”) issue, at any time and from time to time on and after the Effective Initial Borrowing Date and prior to the tenth Business Day prior to the Maturity Date (or the 30th day prior to the Final Maturity DateDate in the case of Trade Letters of Credit), for the joint and several account of the Borrowers such Account Party and for the benefit of (Ax) any holder (or any trustee, agent or other similar representative for any such holders) of L/C Supportable ObligationsObligations of such Account Party or any of its Subsidiaries, an irrevocable sight standby letter of credit, in a form customarily used by such Issuing Lender or in such other form as is reasonably acceptable to such Issuing Lender, and (B) sellers of goods to the Borrowers or any of their Subsidiaries, an irrevocable trade letter of credit, in a form customarily used by such Issuing Lender Bank or in such other form as has been approved by such Issuing Lender Bank (each such standby letter of credit, a “Standby Letter of Credit” and, collectively, the “Letters of Credit”) in support of such L/C Supportable Obligations and (providedy) sellers of goods, that without limiting materials and services used in the joint ordinary course of business of such Account Party or any of its Subsidiaries an irrevocable sight commercial letter of credit in a form customarily used by such Issuing Bank or in such other form as has been approved by such Issuing Bank (each such commercial letter of credit, a “Trade Letter of Credit,” and several nature each such Trade Letter of the Borrowers’ obligations in respect of the Letters Credit and each Standby Letter of Credit, any particular a “Letter of Credit”) in support of commercial transactions of the Corporation and its Subsidiaries. Each Letter of Credit may name only one or more Borrowers as the account party therein). All Letters shall constitute either (x) a Dollar Letter of Credit, in which case such Letter of Credit shall be denominated in Dollars and shall be issued on for the account of a sight basis only. The BorrowersDollar Revolving Loan Borrower or (y) an Alternate Currency Letter of Credit, the other Credit Parties and the Lender hereby acknowledge and agree that all Existing Letters in which case such Letter of Credit shall constitute Letters be denominated in an Alternate Currency and shall be issued for the account of Credit under this Agreement on and after the Effective Date with the same effect as if such Existing Letters of Credit were issued by Issuing Lender at the request of the Borrowers on the Effective Datean Alternate Currency Revolving Loan Borrower.

Letters of Credit. (a) The Letter of Credit Commitment. (i) Subject to and upon the terms and conditions set forth herein, (iA) Letters of Credit may be issued on the Effective Date L/C Issuer agrees, in order to backstop or replace existing letters of credit issued under facilities no longer available to reliance upon the Borrowers as agreements of the Effective Date and Revolving Credit Lenders set forth in this Section 2.03, (ii1) the Company (on behalf of the Borrowers) may request that an Issuing Lender issue, at any time and from time to time after on any Business Day during the Effective period from the Closing Date and prior to until the 30th day prior to the Final Maturity Letter of Credit Expiration Date, to issue Letters of Credit for the joint and several account of the Borrowers Borrower or its Restricted Subsidiaries, and for the benefit to amend or extend Letters of (A) any holder (or any trustee, agent or other similar representative for any such holders) of L/C Supportable Obligations, an irrevocable standby letter of creditCredit previously issued by it, in a form customarily used by such Issuing Lender or in such other form as is reasonably acceptable accordance with Section 2.03(b), and (2) to such Issuing Lender, honor drawings under the Letters of Credit; and (B) sellers the Revolving Credit Lenders severally agree to participate in Letters of goods Credit issued for the account of the Borrower or its Restricted Subsidiaries and any drawings thereunder; provided that after giving effect to the Borrowers or any of their Subsidiaries, an irrevocable trade letter of credit, in a form customarily used by such Issuing Lender or in such other form as has been approved by such Issuing Lender (each such letter of credit, a “L/C Credit Extension with respect to any Letter of Credit” and, collectively(x) the Total Revolving Credit Outstandings shall not exceed the Revolving Credit Facility, (y) the “Letters of Credit”) (provided, that without limiting the joint and several nature aggregate Outstanding Amount of the Borrowers’ obligations in respect Revolving Credit Loans of any Revolving Credit Lender, plus such Lender’s Applicable Revolving Credit Percentage of the Letters Outstanding Amount of Creditall L/C Obligations, any particular plus such Lender’s Applicable Revolving Credit Percentage of the Outstanding Amount of all Swing Line Loans shall not exceed such Lender’s Revolving Credit Commitment, and (z) the Outstanding Amount of the L/C Obligations shall not exceed the Letter of Credit may name only one Sublimit. Each request by the Borrower for the issuance or more Borrowers as amendment of a Letter of Credit shall be deemed to be a representation by the account party therein)Borrower that the L/C Credit Extension so requested complies with the conditions set forth in the proviso to the preceding sentence. All Within the foregoing limits, and subject to the terms and conditions hereof, the Borrower’s ability to obtain Letters of Credit shall be issued on a sight basis onlyfully revolving, and accordingly the Borrower may, during the foregoing period, obtain Letters of Credit to replace Letters of Credit that have expired or that have been drawn upon and reimbursed. The Borrowers, the other Credit Parties and the Lender hereby acknowledge and agree that all All Existing Letters of Credit shall constitute Letters of Credit under this Agreement on be deemed to have been issued pursuant hereto, and from and after the Effective Closing Date with shall be subject to and governed by the same effect as if such Existing Letters of Credit were issued by Issuing Lender at the request of the Borrowers on the Effective Dateterms and conditions hereof.

Letters of Credit. (a) Subject to and upon the terms and conditions set forth herein, (i) each Issuing Bank agrees, in reliance upon the agreements of the Lenders set forth in this §3, (A) from time to time on any Business Day during the period from the Closing Date until the day that is ten (10) days prior to the Maturity Date (or, if such day is not a Business Day, the next preceding Business Day), to issue Letters of Credit may be issued on denominated in Dollars or in one or more Alternative Currencies for the Effective Date in order to backstop or replace existing letters of credit issued under facilities no longer available to the Borrowers as account of the Effective Date Borrower, and to amend or extend Letters of Credit previously issued by it, in accordance with §3.2 below, and (B) to honor drawings under the Letters of Credit; and (ii) the Company (on behalf Lenders severally agree to participate in Letters of the Borrowers) may request that an Issuing Lender issue, at any time and from time to time after the Effective Date and prior to the 30th day prior to the Final Maturity Date, Credit issued for the joint and several account of the Borrowers Borrower and for any drawings thereunder; provided that (w) at no time shall the benefit Maximum Drawing Amount of all Letters of Credit outstanding exceed the Letter of Credit Sublimit or, if less, the Total Commitment, (x) at no time shall the sum of (A1) the Dollar Equivalent of the aggregate principal amount of all Revolving Credit Loans outstanding, plus (2) the aggregate principal amount of all Swing Line Loans outstanding, plus (3) the aggregate Maximum Drawing Amount and all Unpaid Reimbursement Obligations exceed the Total Commitment then in effect, (y) except to the extent otherwise agreed by an Issuing Bank in its sole discretion and solely as to itself, at no time shall the sum of the Maximum Drawing Amount of all Letters of Credit outstanding and issued by any holder (or any trustee, agent or other similar representative for any such holders) of L/C Supportable Obligations, an irrevocable standby letter of credit, in a form customarily used by such Issuing Lender or in such other form as is reasonably acceptable Bank plus all Unreimbursed Amounts owing to such Issuing LenderBank exceed $170,000,000 in the aggregate, and (Bz) sellers subject to §2.6 hereof, at no time shall the sum of goods to (I) the Borrowers or any Dollar Equivalent of their Subsidiaries, an irrevocable trade letter the aggregate principal amount of credit, all Revolving Credit Loans denominated in a form customarily used by such Issuing Lender or in such other form as has been approved by such Issuing Lender Alternative Currencies outstanding plus (each such letter II) the aggregate Maximum Drawing Amount of credit, a “Letter of Credit” and, collectively, the “all Letters of Credit”) (provided, that without limiting the joint Credit denominated in Alternative Currencies and several nature of the Borrowers’ obligations in all Unpaid Reimbursement Obligations with respect of the to Letters of Credit, any particular Credit denominated in Alternative Currencies exceed the Alternative Currency Sublimit. Each request by the Borrower for the issuance or amendment of a Letter of Credit may name only one shall be deemed to be a representation by the Borrower that the issuance or more Borrowers as amendment so requested complies with the account party therein)conditions set forth in the proviso to the preceding sentence. All Within the foregoing limits, and subject to the terms and conditions hereof, the Borrower’s ability to obtain Letters of Credit shall be issued on a sight basis only. The Borrowersfully revolving, and accordingly the other Credit Parties and Borrower may, during the Lender hereby acknowledge and agree that all Existing foregoing period, obtain Letters of Credit shall constitute to replace Letters of Credit under this Agreement on that have expired or will expire or that have been drawn upon and after the Effective Date with the same effect as if such Existing Letters of Credit were issued by Issuing Lender at the request of the Borrowers on the Effective Datereimbursed.

Letters of Credit. During the Commitment Period, (ai) Subject to and the L/C Issuer, in reliance upon the terms and conditions commitments of the Lenders set forth herein, agrees (iA) to issue Letters of Credit may be issued on for the Effective Date in order to backstop account of any Borrower or replace existing letters of credit issued under facilities no longer available to the Borrowers as any member of the Effective Date Consolidated Group on any Business Day, (B) to amend Letters of Credit previously issued hereunder, and (C) to honor drawings under Letters of Credit; and (ii) the Company (on behalf Lenders severally agree to purchase from the L/C Issuer a participation interest in the Letters of the Borrowers) may request Credit issued hereunder in an amount equal to such Lender’s Revolving Commitment Percentage thereof; provided that an Issuing Lender issue, at any time and from time to time after the Effective Date and prior to the 30th day prior to the Final Maturity Date, for the joint and several account of the Borrowers and for the benefit of (A) any holder (or any trustee, agent or other similar representative for any such holders) the Outstanding Amount of L/C Supportable ObligationsObligations shall not exceed FIVE MILLION DOLLARS ($5,000,000) (as such amount may be decreased in accordance with the provisions hereof, an irrevocable standby letter the “L/C Sublimit”), (B) with regard to the Lenders collectively, the Outstanding Amount of credit, in a form customarily used by such Issuing Lender or in such other form as is reasonably acceptable to such Issuing LenderRevolving Loan Obligations shall not exceed the Aggregate Revolving Committed Amount, and (BC) sellers with regard to each Lender individually, such Lender’s Revolving Commitment Percentage of goods Revolving Loan Obligations shall not exceed its respective Revolving Committed Amount; and provided, further, that notwithstanding anything herein to the Borrowers or any of their Subsidiaries, an irrevocable trade letter of credit, in a form customarily used by such Issuing Lender or in such other form as has been approved by such Issuing Lender (each such letter of credit, a “Letter of Credit” and, collectivelycontrary, the “aggregate amount of Revolving Loan Obligations hereunder shall not at any time exceed the Senior Note Secured Debt Limit Amount. Letters of Credit”) (providedCredit will be denominated in Dollars. Subject to the terms and conditions hereof, that without limiting the joint and several nature of the Borrowers’ obligations in respect of the Letters of Credit, any particular Letter of Credit may name only one or more Borrowers as the account party therein). All Borrower’s ability to obtain Letters of Credit shall be issued on a sight basis only. The Borrowersfully revolving, and accordingly the other Credit Parties and the Lender hereby acknowledge and agree that all Existing Borrowers may obtain Letters of Credit shall constitute to replace Letters of Credit under this Agreement on that have expired or that have been drawn upon and after the Effective Date with the same effect as if such Existing Letters of Credit were issued by Issuing Lender at the request of the Borrowers on the Effective Datereimbursed.

Letters of Credit. During the Revolving Commitment Period, (ai) Subject subject to and upon the terms and conditions set forth herein, (iA) the L/C Issuer agrees, in reliance upon the agreements of the Dollar Tranche Lenders set forth in this Section 2.01(b) and Section 2.03 (A) to issue Letters of Credit may be issued on denominated in Dollars for the Effective Date in order to backstop or replace existing letters of credit issued under facilities no longer available to the Borrowers as account of the Effective Date Parent Borrower on any Business Day, (B) to amend or extend Letters of Credit previously issued hereunder, and (C) to honor drafts under Letters of Credit; and (ii) the Company (on behalf Dollar Tranche Lenders severally agree to purchase from the L/C Issuer a participation interest in the Letters of the Borrowers) may request Credit issued hereunder and any drawings thereunder in an amount equal to such Lender’s Dollar Tranche Commitment Percentage thereof; provided that an Issuing Lender issue, at any time and from time to time after the Effective Date and prior to the 30th day prior to the Final Maturity Date, for the joint and several account of the Borrowers and for the benefit of (A) any holder (or any trustee, agent or other similar representative for any such holders) the aggregate Outstanding Amount of L/C Supportable ObligationsObligations shall not exceed THIRTY MILLION DOLLARS ($30,000,000) (the “L/C Committed Amount”), an irrevocable standby letter (B) with regard to the Dollar Tranche Lenders collectively, the aggregate Outstanding Amount of creditDollar Tranche Obligations shall not exceed the Aggregate Dollar Tranche Commitments, and (C) with regard to each Dollar Tranche Lender individually, such Dollar Tranche Lender’s Dollar Tranche Commitment Percentage of Dollar Tranche Obligations shall not exceed its respective Dollar Tranche Committed Amount. Each request by the Borrowers for the issuance or amendment of a Letter of Credit shall be deemed to be a representation by the Borrowers that the Letter of Credit so requested complies with the conditions set forth in a form customarily used by such Issuing Lender or in such other form as is reasonably acceptable to such Issuing Lender, clauses (A) and (B) sellers of goods in the proviso to the Borrowers or any of their Subsidiariespreceding sentence. Within the foregoing limits, an irrevocable trade letter of credit, in a form customarily used by such Issuing Lender or in such other form as has been approved by such Issuing Lender (each such letter of credit, a “Letter of Credit” and, collectivelyand subject to the terms and conditions hereof, the “Letters of Credit”) (provided, that without limiting the joint and several nature of the Borrowers’ obligations in respect of the Letters of Credit, any particular Letter of Credit may name only one or more Borrowers as the account party therein). All Parent Borrower’s ability to obtain Letters of Credit shall be issued on a sight basis only. The Borrowersfully revolving, and accordingly the other Credit Parties and Parent Borrower may, during the Lender hereby acknowledge and agree that all Existing Revolving Commitment Period, obtain Letters of Credit shall constitute to replace Letters of Credit under this Agreement on that have expired or that have been drawn upon and after the Effective Date with the same effect as if such Existing Letters of Credit were issued by Issuing Lender at the request of the Borrowers on the Effective Datereimbursed.

Letters of Credit. (a) The Letter of Credit Commitment. Subject to and upon the terms and conditions set forth herein, (iA) Letters of Credit may be issued on each L/C Issuer agrees, in reliance upon the Effective Date in order to backstop or replace existing letters of credit issued under facilities no longer available to the Borrowers as agreements of the Effective Date and Lenders set forth in this Section 2.03, (ii1) the Company (on behalf of the Borrowers) may request that an Issuing Lender issue, at any time and from time to time after on any Business Day during the Effective period from the Closing Date and prior to until the 30th day prior to the Final Maturity Letter of Credit Expiration Date, to issue Letters of Credit for the joint and several account of the Borrowers Borrower, and for the benefit to amend or extend Letters of (A) any holder (or any trustee, agent or other similar representative for any such holders) of L/C Supportable Obligations, an irrevocable standby letter of creditCredit previously issued by it, in a form customarily used by such Issuing Lender or in such other form as is reasonably acceptable accordance with subsection (b) below, and (2) to such Issuing Lender, honor drawings under the Letters of Credit; and (B) sellers the Lenders severally agree to participate in Letters of goods Credit issued for the account of the Borrower and any drawings thereunder; provided that after giving effect to the Borrowers or any of their Subsidiaries, an irrevocable trade letter of credit, in a form customarily used by such Issuing Lender or in such other form as has been approved by such Issuing Lender (each such letter of credit, a “L/C Credit Extension with respect to any Letter of Credit” and, collectively(x) the Total Outstandings shall not exceed the Aggregate Commitments, (y) the “Letters of Credit”) (provided, that without limiting the joint and several nature aggregate Outstanding Amount of the Borrowers’ obligations in respect Committed Loans of any Lender, plus such Lender’s Applicable Percentage of the Letters Outstanding Amount of Creditall L/C Obligations, any particular plus such Lender’s Applicable Percentage of the Outstanding Amount of all Swing Line Loans shall not exceed such Lender’s Commitment, and (z) the Outstanding Amount of the L/C Obligations shall not exceed the Letter of Credit may name only one Sublimit. Each request by the Borrower for the issuance or more Borrowers as amendment of a Letter of Credit shall be deemed to be a representation by the account party therein)Borrower that the L/C Credit Extension so requested complies with the conditions set forth in the proviso to the preceding sentence. All Within the foregoing limits, and subject to the terms and conditions hereof, the Borrower’s ability to obtain Letters of Credit shall be issued on a sight basis only. The Borrowersfully revolving, and accordingly the other Credit Parties and Borrower may, during the Lender hereby acknowledge and agree that all Existing foregoing period, obtain Letters of Credit shall constitute to replace Letters of Credit under this Agreement on that have expired or that have been drawn upon and reimbursed. The Borrower agrees to promptly notify the Administrative Agent of the designation of any Lender as an L/C Issuer. No L/C Issuer shall issue any Letter of Credit, if: subject to Section 2.03(b)(iii), the expiry date of the requested Letter of Credit would occur more than twelve months after the Effective Date with date of issuance or last extension, unless the same effect as if Required Lenders have approved such Existing Letters expiry date; or the expiry date of the requested Letter of Credit were issued would occur after the Letter of Credit Expiration Date, unless all the Lenders (other than any Defaulting Lenders) have approved such expiry date. No L/C Issuer shall be under any obligation to issue any Letter of Credit if: any order, judgment or decree of any Governmental Authority or arbitrator shall by Issuing Lender at its terms purport to enjoin or restrain such L/C Issuer from issuing the Letter of Credit, or any Law applicable to such L/C Issuer or any request or directive (whether or not having the force of law) from any Governmental Authority with jurisdiction over such L/C Issuer shall prohibit, or request that such L/C Issuer refrain from, the Borrowers on the Effective Date.issuance of letters of credit generally

Letters of Credit. On and after the Amendment No. 6 Effective Date, (ax) Subject to and each L/C Issuer, in reliance upon the terms and conditions commitments of the Revolving Lenders set forth herein, agrees (iA) to issue Letters of Credit may be issued on the Effective Date in order to backstop or replace existing letters of credit issued under facilities no longer available to the Borrowers as of the Effective Date and (ii) the Company (on behalf of the Borrowers) may request that an Issuing Lender issue, at any time and from time to time after the Effective Date and prior to the 30th day prior to the Final Maturity Date, for the joint and several account of the Borrowers Parent Borrower (or for the account of any member of the Consolidated Group, but in such case the Parent Borrower will remain obligated to reimburse such L/C Issuer for any and all drawings under such Letter of Credit, and the Parent Borrower acknowledges that the issuance of Letters of Credit for the account of members of the Consolidated Group inures to the benefit of the Parent Borrower, and the Parent Borrower acknowledges that the Parent Borrower’s business derives substantial benefits from the business of such members of the Consolidated Group) on any Business Day, (B) to amend or extend Letters of Credit previously issued hereunder, and (C) to honor drawings under Letters of Credit; and (y) each L/C Revolving Lender severally agrees to purchase from the such L/C Issuer a participation interest in each Letter of Credit issued hereunder in an amount equal to the Dollar Equivalent of such L/C Revolving Lender’s L/C Commitment Percentage thereof (and, in each case, with respect to the purchase of a participation in any Alternative Currency Letter of Credit, the purchase of such participation will also occur on each Revaluation Date); provided that (A) any holder (or any trustee, agent or other similar representative for any such holders) the Outstanding Amount of L/C Supportable ObligationsObligations shall not exceed ONE HUNDRED FIFTY MILLION DOLLARS ($150 MILLION) (as such amount may be decreased in accordance with the provisions hereof, an irrevocable standby letter of creditthe “L/C Sublimit”), in a form customarily used by such Issuing Lender or in such other form as is reasonably acceptable to such Issuing Lender, and (B) sellers the Outstanding Amount of goods to all Alternative Currency L/C Obligations shall not exceed the Borrowers or any of their Subsidiaries, an irrevocable trade letter of credit, in a form customarily used by such Issuing Lender or in such other form as has been approved by such Issuing Lender (each such letter of credit, a “Letter of Credit” and, collectively, the “Letters of Credit”) (provided, that without limiting the joint and several nature of the Borrowers’ obligations in respect of the Letters of Credit, any particular Letter of Credit may name only one or more Borrowers as the account party therein). All Letters of Credit shall be issued on a sight basis only. The Borrowers, the other Credit Parties and the Lender hereby acknowledge and agree that all Existing Letters of Credit shall constitute Letters of Credit under this Agreement on and after the Effective Date with the same effect as if such Existing Letters of Credit were issued by Issuing Lender at the request of the Borrowers on the Effective Date.Alternative Currency L/C

Letters of Credit. (a) The Letter of Credit Commitment. (i) Subject to and upon the terms and conditions set forth herein, (iA) Letters of Credit may be issued on the Effective Date L/C Issuer agrees, in order to backstop or replace existing letters of credit issued under facilities no longer available to reliance upon the Borrowers as agreements of the Effective Date and Revolving Credit Lenders set forth in this Section 2.03, (ii1) the Company (on behalf of the Borrowers) may request that an Issuing Lender issue, at any time and from time to time after on any Business Day during the Effective period from the Closing Date and prior to until the 30th day prior to the Final Maturity Letter of Credit Expiration Date, to issue Letters of Credit for the joint and several account of the Borrowers Borrower or its Subsidiaries, and for the benefit to amend or extend Letters of (A) any holder (or any trustee, agent or other similar representative for any such holders) of L/C Supportable Obligations, an irrevocable standby letter of creditCredit previously issued by it, in a form customarily used by such Issuing Lender or in such other form as is reasonably acceptable accordance with Section 2.03(b), and (2) to such Issuing Lender, honor drawings under the Letters of Credit; and (B) sellers the Revolving Credit Lenders severally agree to participate in Letters of goods Credit issued for the account of the Borrower or its Subsidiaries and any drawings thereunder; provided that after giving effect to the Borrowers or any of their Subsidiaries, an irrevocable trade letter of credit, in a form customarily used by such Issuing Lender or in such other form as has been approved by such Issuing Lender (each such letter of credit, a “L/C Credit Extension with respect to any Letter of Credit” and, collectively(x) the Total Revolving Credit Outstandings shall not exceed the Revolving Credit Facility, (y) the aggregate Outstanding Amount of the Revolving Credit Loans of any Revolving Credit Lender, plus such Lender’s Applicable Revolving Credit Percentage of the Outstanding Amount of all L/C Obligations, plus such Lender’s Applicable Revolving Credit Percentage of the Outstanding Amount of all Swing Line Loans shall not exceed such Lender’s Revolving Credit Commitment, and (z) the Outstanding Amount of the L/C Obligations shall not exceed the Letter of Credit Sublimit. Each request by the Borrower for the issuance, extension, renewal or amendment of a Letter of Credit shall be deemed to be a representation by the Borrower that the L/C Credit Extension so requested complies with the conditions set forth in the proviso to the preceding sentence. Within the foregoing limits, and subject to the terms and conditions hereof, the Borrower’s ability to obtain Letters of Credit shall be fully revolving, and accordingly the Borrower may, during the foregoing period, obtain Letters of Credit to replace Letters of Credit that have expired or that have been drawn upon and reimbursed. All of the letters of credit listed on Schedule 2.03 (the “Existing Letters of Credit”) (provided, that without limiting the joint and several nature of the Borrowers’ obligations in respect of the Letters of Credit, any particular Letter of Credit may name only one or more Borrowers as the account party therein). All Letters of Credit shall be deemed to have been issued on a sight basis only. The Borrowerspursuant hereto, the other Credit Parties and the Lender hereby acknowledge and agree that all Existing Letters of Credit shall constitute Letters of Credit under this Agreement on from and after the Effective Closing Date with shall be subject to and governed by the same effect as if such Existing Letters of Credit were issued by Issuing Lender at the request of the Borrowers on the Effective Dateterms and conditions hereof.

Letters of Credit. During the Commitment Period, (ai) Subject to and the L/C Issuer, in reliance upon the terms and conditions commitments of the Lenders set forth herein, agrees (iA) to issue Letters of Credit may be issued on for the Effective Date in order to backstop or replace existing letters of credit issued under facilities no longer available to the Borrowers as account of the Effective Date Borrower or any member of the Consolidated Group in Dollars or in one or more Alternative Currencies on any Business Day, (B) to amend or renew Letters of Credit previously issued hereunder, and (C) to honor drawings under Letters of Credit; and (ii) the Company (on behalf Lenders severally agree to purchase from the L/C Issuer a participation interest in Letters of the Borrowers) may request Credit issued hereunder in an amount equal to such Lender’s Revolving Commitment Percentage thereof; provided that an Issuing Lender issue, at any time and from time to time after the Effective Date and prior to the 30th day prior to the Final Maturity Date, for the joint and several account of the Borrowers and for the benefit of (A) any holder (or any trustee, agent or other similar representative for any such holders) the Outstanding Amount of L/C Supportable ObligationsObligations shall not exceed SEVENTY-FIVE MILLION DOLLARS ($75,000,000) (as such amount may be decreased in accordance with the provisions hereof, an irrevocable standby letter the “L/C Sublimit”), (B) with regard to the Lenders collectively, the Outstanding Amount of credit, in a form customarily used by such Issuing Lender or in such other form as is reasonably acceptable to such Issuing LenderRevolving Obligations shall not exceed the Aggregate Revolving Committed Amount, and (BC) sellers with regard to each Lender individually, such Lender’s Revolving Commitment Percentage of goods Revolving Obligations shall not exceed its respective Revolving Committed Amount. Subject to the Borrowers or any of their Subsidiaries, an irrevocable trade letter of credit, in a form customarily used by such Issuing Lender or in such other form as has been approved by such Issuing Lender (each such letter of credit, a “Letter of Credit” and, collectivelyterms and conditions hereof, the “Letters of Credit”) (provided, that without limiting the joint and several nature of the Borrowers’ obligations in respect of the Letters of Credit, any particular Letter of Credit may name only one or more Borrowers as the account party therein). All Borrower’s ability to obtain Letters of Credit shall be issued on a sight basis only. The Borrowersfully revolving, and accordingly the other Credit Parties and the Lender hereby acknowledge and agree that all Existing Borrower may obtain Letters of Credit shall constitute to replace Letters of Credit under this Agreement on that have expired or that have been drawn upon and after the Effective Date with the same effect as if such Existing Letters of Credit were issued by Issuing Lender at the request of the Borrowers on the Effective Datereimbursed.

Letters of Credit. The Purchaser agrees to use its commercially reasonable efforts (a) Subject to arrange for substitute letters of credit and upon the terms and conditions set forth herein, Purchaser guarantees to replace (i) Letters of Credit may be issued on the Effective Date in order to backstop or replace existing letters of credit issued under facilities no longer available to and guarantees entered into by or on behalf of the Borrowers Seller, Viacom or any of their respective Affiliates (other than the Company) outstanding as of the Effective Date date of this Agreement in connection with the Business that are set forth on Section 5.7 of the Disclosure Schedule and (ii) any letters of credit and guarantees in connection with the Company (Business entered into by or on behalf of the BorrowersSeller or any of its Affiliates (other than the Company) may request that an Issuing Lender issue, at any time and from time to time in the ordinary course of business on or after the Effective Date date of this Agreement and prior to the 30th day prior Closing with the consent of the Purchaser, such consent not to be unreasonably withheld (together the "Seller LOCs") or (b) to assume all obligations of reimbursement under each Seller LOC, obtaining from the creditor a full release of all parties liable, directly or indirectly, for reimbursement to the Final Maturity Datecreditor in connection with amounts drawn under a Seller LOC under the terms of a Seller LOC. The Purchaser further agrees that to the extent the beneficiary under any Seller LOC refuses to accept any such substitute letter of credit or Purchaser guarantee proffered by the Purchaser, for the joint Purchaser shall indemnify, defend and several account of hold harmless the Borrowers Seller, Viacom and for the benefit of (A) any holder (or any trustee, agent or other similar representative their respective Affiliates against and reimburse them for any and all costs or expenses in connection with such holders) of L/C Supportable ObligationsSeller LOCs, an irrevocable standby letter of credit, including their expenses in a form customarily used by maintaining such Issuing Lender Seller LOCs whether or in not any such other form as Seller LOC is reasonably acceptable to such Issuing Lenderdrawn upon, and (B) sellers of goods shall in any event promptly reimburse the Seller, Viacom and their respective Affiliates to the Borrowers extent any Seller LOC is called upon and such entity makes any payment thereunder or any of their Subsidiaries, an irrevocable trade letter of credit, in a form customarily used by such Issuing Lender or in such other form as has been approved by such Issuing Lender (each such letter of credit, a “Letter of Credit” and, collectively, is obligated to reimburse the “Letters of Credit”) (provided, that without limiting party issuing the joint and several nature of the Borrowers’ obligations in respect of the Letters of Credit, any particular Letter of Credit may name only one or more Borrowers as the account party therein). All Letters of Credit shall be issued on a sight basis only. The Borrowers, the other Credit Parties and the Lender hereby acknowledge and agree that all Existing Letters of Credit shall constitute Letters of Credit under this Agreement on and after the Effective Date with the same effect as if such Existing Letters of Credit were issued by Issuing Lender at the request of the Borrowers on the Effective DateSeller LOC.

Letters of Credit. (a) Subject to and upon the terms and conditions set forth hereinhereof, ----------------- the Revolving Credit Commitments may be utilized, upon the request of Borrower, in addition to the Revolving Credit Loans provided for by Section 2.01(a), for standby and commercial documentation letters of credit (herein collectively called "Letters of Credit") issued by the Issuing Lender for the account of ----------------- Borrower; provided, however, that in no event shall (i) the aggregate amount of -------- ------- all Letter of Credit Liabilities, plus the aggregate principal amount of the ---- Revolving Credit Loans then outstanding, plus the aggregate principal amount of ---- Swing Loans then outstanding exceed at any time the lesser of (x) the Revolving Credit Commitments as in effect at such time and (y) the Borrowing Base as in effect at such time, (ii) the sum of the aggregate principal amount of Revolving Credit Loans then outstanding made by any Revolving Credit Lender, plus such Lender's pro rata share (based on the Revolving Credit Commitments) of ---- --- ---- the aggregate principal amount of Swing Loans then outstanding, plus such ---- Lender's pro rata share (based on the Revolving Credit Commitments) of the --- ---- aggregate amount of all Letter of Credit Liabilities exceed such Lender's Revolving Credit Commitment as in effect at such time, (iii) the outstanding aggregate amount of all Letter of Credit Liabilities exceed $15.0 million, (iv) the face amount of any Letter of Credit be less than $10,000, (v) the expiration date of any Letter of Credit extend beyond the earlier of (x) the fifth Business Day preceding the Revolving Credit Commitment Termination Date (unless cash collateralized (or backstopped by irrevocable letters of credit) beyond such date on terms and conditions and pursuant to documentation satisfactory to the Majority Revolving Credit Lenders) and (y) the date twelve months following the date of such issuance for standby Letters of Credit or 270 days after the date of such issuance for trade Letters of Credit, unless the Majority Revolving Credit Lenders have approved such expiry date in writing (but never beyond the fifth Business Day prior to the Revolving Credit Commitment Termination Date); provided, however, that any standby Letter of Credit may be issued on automatically -------- ------- extendible for periods of up to one year (but never beyond the Effective Date in order to backstop or replace existing letters fifth Business Day preceding the Revolving Credit Commitment Termination Date) so long as such Letter of credit issued under facilities no longer available Credit provides that the Issuing Lender retains an option satisfactory to the Borrowers as of the Effective Date and (ii) the Company (on behalf of the Borrowers) may request that an Issuing Lender issue, at any time and from time to time after the Effective Date and prior to the 30th day prior to the Final Maturity Date, for the joint and several account of the Borrowers and for the benefit of (A) any holder (or any trustee, agent or other similar representative for any such holders) of L/C Supportable Obligations, an irrevocable standby letter of credit, in a form customarily used by such Issuing Lender or in such other form as is reasonably acceptable to such Issuing Lender, and to terminate such Letter of Credit prior to each extension date, unless all of the Revolving Credit Lenders have approved such expiry date in writing, or (Bvi) sellers of goods to the Borrowers or any of their Subsidiaries, an irrevocable trade letter of credit, in a form customarily used by such Issuing Lender issue any Letter of Credit after it has received notice from Borrower or in the Majority Revolving Credit Lenders stating that a Default or Event of Default exists until such other form time as has been approved by such the Issuing Lender shall have received written notice of (each x) rescission of such letter notice from the Majority Revolving Credit Lenders, (y) waiver of credit, a “Letter such Default or Event of Credit” and, collectively, Default in accordance with this Agreement or (z) the “Administrative Agent's good faith determination that such Default or Event of Default has ceased to exist. The following additional provisions shall apply to Letters of Credit”) (provided, that without limiting the joint and several nature of the Borrowers’ obligations in respect of the Letters of Credit, any particular Letter of Credit may name only one or more Borrowers as the account party therein). All Letters of Credit shall be issued on a sight basis only. The Borrowers, the other Credit Parties and the Lender hereby acknowledge and agree that all Existing Letters of Credit shall constitute Letters of Credit under this Agreement on and after the Effective Date with the same effect as if such Existing Letters of Credit were issued by Issuing Lender at the request of the Borrowers on the Effective Date.:

Letters of Credit. On and after the ClosingAmendment No. 2 Effective Date, (ax) each L/C Issuer, in reliance upon the commitments of the Revolving Lenders set forth herein, agrees (A) to issue Letters of Credit for the account of the Parent Borrower (or for the account of any member of the Consolidated Group or BCV, but in such case the Parent Borrower will remain obligated to reimburse such L/C Issuer for any and all drawings under such Letter of Credit, and the Parent Borrower acknowledges that the issuance of Letters of Credit for the account of members of the Consolidated Group or BCV inures to the benefit of the Parent Borrower, and the Parent Borrower acknowledges that the Parent Borrower’s business derives substantial benefits from the business of such members of the Consolidated Group and BCV) on any Business Day, (B) to amend or extend Letters of Credit previously issued hereunder, and (C) to honor drawings under Letters of Credit; and (y) each L/C Revolving Lender severally agrees to purchase from the such L/C Issuer a participation interest in each Letter of Credit issued hereunder in an amount equal to the Dollar Equivalent of such L/C Revolving Lender’s L/C Commitment Percentage thereof (and, in each case, with respect to the purchase of a participation in any Alternative Currency Letter of Credit, the purchase of such participation will also occur on each Revaluation Date); provided that (A) the Outstanding Amount of L/C Obligations shall not exceed ONE HUNDRED FIFTY MILLION DOLLARS ($150,000,000150.0 MILLION) (as such amount may be decreased in accordance with the provisions hereof, the “L/C Sublimit”), (B) the Outstanding Amount of all Alternative Currency L/C Obligations shall not exceed the Alternative Currency L/C Sublimit, (C) with regard to the Revolving Lenders collectively, the Outstanding Amount of Revolving Obligations shall not exceed the Aggregate Revolving Committed Amount, (D) with regard to each Revolving Lender individually, such Revolving Lender’s Aggregate Revolving Commitment Percentage of Revolving Obligations shall not exceed its respective Aggregate Revolving Committed Amount, (E) the Outstanding Amount of all Dollar Revolving Obligations shall not exceed the Dollar Equivalent of the Aggregate Dollar Revolving Committed Amount, (F) the Outstanding Amount of all Limited Currency Revolving Obligations shall not exceed the Dollar Equivalent of the Aggregate Limited Currency Revolving Committed Amount, (G) the Outstanding Amount of all Alternative Currency L/C Obligations shall not exceed the Alternative Currency L/C Sublimit, (H) the L/C Obligations do not exceed the L/C Committed Amount, and (I) the Outstanding Amount of L/C Obligations for the account of BCV shall not exceed $5.0 million less the amount of all then outstanding Limited Currency Facility L/C Obligations for the account of BCV and (J) no L/C Issuer shall be required to issue, amend, extend or increase any Letter of Credit, if after giving effect thereto, there would be L/C Obligations arising from Letters of Credit issued by such L/C Issuer in excess of its Letter of Credit Cap. Subject to and upon the terms and conditions set forth herein, (i) Letters of Credit may be issued on the Effective Date in order to backstop or replace existing letters of credit issued under facilities no longer available to the Borrowers as of the Effective Date and (ii) the Company (on behalf of the Borrowers) may request that an Issuing Lender issue, at any time and from time to time after the Effective Date and prior to the 30th day prior to the Final Maturity Date, for the joint and several account of the Borrowers and for the benefit of (A) any holder (or any trustee, agent or other similar representative for any such holders) of L/C Supportable Obligations, an irrevocable standby letter of credit, in a form customarily used by such Issuing Lender or in such other form as is reasonably acceptable to such Issuing Lender, and (B) sellers of goods to the Borrowers or any of their Subsidiaries, an irrevocable trade letter of credit, in a form customarily used by such Issuing Lender or in such other form as has been approved by such Issuing Lender (each such letter of credit, a “Letter of Credit” and, collectivelyhereof, the “Letters of Credit”) (provided, that without limiting the joint and several nature of the Borrowers’ obligations in respect of the Letters of Credit, any particular Letter of Credit may name only one or more Borrowers as the account party therein). All Parent Borrower’s ability to obtain Letters of Credit shall be issued on a sight basis onlyfully revolving, and accordingly the Parent Borrower may obtain Letters of Credit to replace Letters of Credit that have expired or that have been drawn upon and reimbursed. The Borrowers, the other Credit Parties and the Lender hereby acknowledge and agree that all All Existing Letters of Credit shall constitute Letters of Credit under this Agreement on be deemed to have been issued pursuant hereto, and from and after the Effective Closing Date with shall be subject to and governed by the same effect as if such Existing Letters of Credit were issued by Issuing Lender at the request of the Borrowers on the Effective Dateterms and conditions hereof.

Letters of Credit. (a) Subject to and upon the terms and conditions set forth hereinhereof, ----------------- the Revolving Credit Commitments may be utilized, upon the request of Borrower, in addition to the Revolving Credit Loans provided for by Section 2.01(a), for standby and commercial documentation letters of credit (herein collectively called "Letters of Credit") issued by the Issuing Lender for the account of ----------------- Borrower; provided, however, that in no event shall (i) the aggregate amount of -------- ------- all Letter of Credit Liabilities, plus the aggregate principal amount of the ---- Revolving Credit Loans then outstanding, plus the aggregate principal amount of ---- Swing Loans then outstanding exceed at any time the Revolving Credit Commitments as in effect at such time, (ii) the sum of the ag- gregate principal amount of Revolving Credit Loans then outstanding made by any Revolving Credit Lender, plus such lender's pro rata share (based on the ---- --- ---- Revolving Credit Commitments) of the aggregate principal amount of Swing Loans then outstanding, plus such Lender's pro rata share (based on the Revolving ---- --- ---- Credit Commitments) of the aggregate amount of all Letter of Credit Liabilities exceed such Lender's Revolving Credit Commitment as in effect at such time, (iii) the outstanding aggregate amount of all Letter of Credit Liabilities exceed $7.5 million, (iv) the expiration date of any Letter of Credit extend beyond the earlier of (x) the fifth Business Day preceding the Revolving Credit Commitment Termination Date and (y) the date twelve months following the date of such issuance for standby Letters of Credit or 180 days after the date of such issuance for commercial Letters of Credit, unless the Majority Revolving Credit Lenders have approved such expiry date in writing; provided, however, that any -------- ------- standby Letter of Credit may be issued on automatically extendible for periods of up to one year (but never beyond the Effective Date in order to backstop or replace existing letters fifth Business Day preceding the Revolving Credit Commitment Termination Date) so long as such Letter of credit issued under facilities no longer available Credit provides that the Issuing Lender retains an option satisfactory to the Borrowers as of the Effective Date and (ii) the Company (on behalf of the Borrowers) may request that an Issuing Lender issue, at any time and from time to time after the Effective Date and prior to the 30th day prior to the Final Maturity Date, for the joint and several account of the Borrowers and for the benefit of (A) any holder (or any trustee, agent or other similar representative for any such holders) of L/C Supportable Obligations, an irrevocable standby letter of credit, in a form customarily used by such Issuing Lender or in such other form as is reasonably acceptable to such Issuing Lender, and to terminate such Letter of Credit prior to each extension date, unless all of the Revolving Credit Lenders have approved such expiry date in writing, or (Bv) sellers of goods to the Borrowers or any of their Subsidiaries, an irrevocable trade letter of credit, in a form customarily used by such Issuing Lender issue any Letter of Credit after it has received notice from Borrower or in the Majority Revolving Credit Lenders stating that a Default or Event of Default exists until such other form time as has been approved by such the Issuing Lender shall have received written notice of (each x) rescission of such letter notice from the Majority Revolving Credit Lenders, (y) waiver of credit, a “Letter such Default or Event of Credit” and, collectively, the “Default in accordance with this Agreement or (z) Administrative Agent's good faith determination that such Default or Event of Default has ceased to exist. The following additional provisions shall apply to Letters of Credit”) (provided, that without limiting the joint and several nature of the Borrowers’ obligations in respect of the Letters of Credit, any particular Letter of Credit may name only one or more Borrowers as the account party therein). All Letters of Credit shall be issued on a sight basis only. The Borrowers, the other Credit Parties and the Lender hereby acknowledge and agree that all Existing Letters of Credit shall constitute Letters of Credit under this Agreement on and after the Effective Date with the same effect as if such Existing Letters of Credit were issued by Issuing Lender at the request of the Borrowers on the Effective Date.:

Letters of Credit. (a) Subject to and upon the terms and conditions set forth herein, (i) Letters of Credit may be issued on each L/C Issuer agrees, in reliance upon the Effective Date in order to backstop or replace existing letters of credit issued under facilities no longer available to the Borrowers as agreements of the Effective Date and other Revolving Lenders set forth in this Section 2.05, (iiA) the Company (on behalf of the Borrowers) may request that an Issuing Lender issue, at any time and from time to time after on any Business Day during the Effective period from the Closing Date and prior to until the 30th day prior to the Final Maturity Letter of Credit Expiration Date, to issue standby Letters of Credit for the joint account, and several upon the request, of the Borrower (or jointly for the account of the Borrowers Borrower and for the benefit any of (A) any holder (its Subsidiaries), and to amend or any trustee, agent or other similar representative for any such holders) extend Letters of L/C Supportable Obligations, an irrevocable standby letter of creditCredit previously issued by it, in a form customarily used by such Issuing Lender or in such other form as is reasonably acceptable to such Issuing Lenderaccordance with subsection (c) below, and (B) sellers of goods to the Borrowers or any of their Subsidiaries, an irrevocable trade letter of credit, in a form customarily used by such Issuing Lender or in such other form as has been approved by such Issuing Lender (each such letter of credit, a “Letter of Credit” and, collectively, the “Letters of Credit”) (provided, that without limiting the joint and several nature of the Borrowers’ obligations in respect of the honor drawings under its Letters of Credit, and (ii) each Revolving Lender severally agrees to participate in Letters of Credit issued for the account of the Borrower or any particular of its Subsidiaries and any drawing thereunder in accordance with the provisions of subsection (e) below; provided that, immediately after each Letter of Credit may name only one is issued, (i) the aggregate amount of the L/C Obligations shall not exceed the L/C Sublimit, (ii) the aggregate amount of the L/C Obligations with respect to all Letters of Credit issued by such L/C Issuer shall not exceed its L/C Issuer Sublimit, (iii) the Revolving Outstandings shall not exceed the Revolving Committed Amount and (iv) with respect to each individual Revolving Lender, the aggregate outstanding principal amount of such Revolving Lender’s Revolving Loans plus its Participation Interests in outstanding L/C Obligations plus its (other than the Swing Line Lender’s) Participation Interests in outstanding Swing Line Loans shall not exceed such Revolving Lender’s Revolving Commitment Percentage of the Revolving Committed Amount. Each request by the Borrower or more Borrowers as any of its Subsidiaries for the account party therein)issuance or increase in the stated amount of a Letter of Credit shall be deemed to be a representation by the Borrower or such Subsidiary that the issuance or increase in the stated amount of such Letter of Credit complies with the conditions set forth in the proviso to the preceding sentence. All Within the foregoing limits, and subject to the terms and conditions hereof, the Borrower’s ability to obtain Letters of Credit shall be issued on a sight basis only. The Borrowersfully revolving, and accordingly the other Credit Parties and Borrower may, during the Lender hereby acknowledge and agree that all Existing period specified in clause (i)(A) above, obtain Letters of Credit shall constitute to replace Letters of Credit under this Agreement on that have expired or that have been drawn upon and after the Effective Date with the same effect as if such Existing Letters of Credit were issued by Issuing Lender at the request of the Borrowers on the Effective Datereimbursed.

Letters of Credit. (a) The Letter of Credit Commitment. ----------------------------------- (i) Subject to and upon the terms and conditions set forth herein, (iA) Letters of Credit may be issued on the Effective Date L/C Issuer agrees, in order to backstop or replace existing letters of credit issued under facilities no longer available to reliance upon the Borrowers as agreements of the Effective Date and other Lenders set forth in this Section 2.03, (ii1) the Company (on behalf of the Borrowers) may request that an Issuing Lender issue, at any time and from time to time after on any Business Day during the Effective period ------------- from the Closing Date and prior to until the 30th day prior to the Final Maturity Letter of Credit Expiration Date, to issue Letters of Credit for the joint and several account of the Borrowers any Borrower, and for the benefit to amend or renew Letters of (A) any holder (or any trustee, agent or other similar representative for any such holders) of L/C Supportable Obligations, an irrevocable standby letter of creditCredit previously issued by it, in a form customarily used by such Issuing Lender or in such other form as is reasonably acceptable accordance with Section 2.03(b), and (2) --------------- to such Issuing Lender, honor drafts under the Letters of Credit; and (B) sellers the Revolving Credit Lenders severally agree to participate in Letters of goods Credit issued for the account of any Borrower; provided that the L/C Issuer shall not be obligated to the Borrowers or -------- make any of their Subsidiaries, an irrevocable trade letter of credit, in a form customarily used by such Issuing Lender or in such other form as has been approved by such Issuing Lender (each such letter of credit, a “L/C Credit Extension with respect to any Letter of Credit” and, collectively, the “Letters of Credit”) (provided, that without limiting the joint and several nature of the Borrowers’ obligations no Lender shall be obligated to participate in respect of the Letters of Credit, any particular Letter of Credit may name only one if as of the date of such L/C Credit Extension, (x) the Total Outstandings would exceed the Aggregate Commitments, (y) the aggregate Outstanding Amount of the Loans of any Lender, plus such Lender's Pro Rata Share of the Outstanding Amount of all L/C ---- Obligations, plus such Lender's Pro Rata Share of the Outstanding Amount of all ---- Swing Line Loans would exceed such Lender's Revolving Credit Commitment, or more Borrowers (z) the Outstanding Amount of the L/C Obligations would exceed the Letter of Credit Sublimit; provided further that upon the resignation of Bank of America as L/C ----------------- Issuer, Bank of America shall have no obligation hereunder to issue any new Letter of Credit or to extend or renew any existing Letter of Credit under this Agreement, and all Letters of Credit issued by Bank of America for the account party therein)of any Borrower hereunder shall either be replaced or, if acceptable to Bank of America in its sole discretion, backstopped with Letters of Credit issued hereunder or fully cash collateralized no later than thirty (30) days following such resignation. All Within the foregoing limits, and subject to the terms and conditions hereof, each Borrower's ability to obtain Letters of Credit shall be issued on a sight basis onlyfully revolving, and accordingly each Borrower may, during the foregoing period, obtain Letters of Credit to replace Letters of Credit that have expired or that have been drawn upon and reimbursed. The Borrowers, the other Credit Parties and the Lender hereby acknowledge and agree that all All Existing Letters of Credit shall constitute Letters of Credit under this Agreement on be deemed to have been issued pursuant hereto, and from and after the Effective Closing Date shall be subject to and governed by the terms and conditions hereof. (ii) The L/C Issuer shall be under no obligation to issue any Letter of Credit if: (A) any order, judgment or decree of any Governmental Authority or arbitrator shall by its terms purport to enjoin or restrain the L/C Issuer from issuing such Letter of Credit, or any Law applicable to the L/C Issuer or any request or directive (whether or not having the force of law) from any Governmental Authority with jurisdiction over the same L/C Issuer shall prohibit, or request that the L/C Issuer refrain from, the issuance of letters of credit generally or such Letter of Credit in particular or shall impose upon the L/C Issuer with respect to such Letter of Credit any restriction, reserve or capital requirement (for which the L/C Issuer is not otherwise compensated hereunder) not in effect as on the Closing Date, or shall impose upon the L/C Issuer any unreimbursed loss, cost or expense which was not applicable on the Closing Date and which the L/C Issuer in good faith deems material to it; (B) subject to Section 2.03(b)(ixx), xxx expiry date of such requested --------------------- Letter of Credit would occur more than twelve months after the date of issuance or last renewal, unless the Required Lenders have approved such expiry date; (C) the expiry date of such requested Letter of Credit would occur after the Letter of Credit Expiration Date, unless all the Lenders have approved such expiry date; (D) the issuance of such Letter of Credit would violate one or more policies of the L/C Issuer; or (E) such Letter of Credit is to be denominated in a currency other than Dollars or a Committed Currency. (iii) The L/C Issuer shall be under no obligation to amend any Letter of Credit if (A) the L/C Issuer would have no obligation at such Existing time to issue such Letter of Credit in its amended form under the terms hereof, or (B) the beneficiary of such Letter of Credit does not accept the proposed amendment to such Letter of Credit. (b) Procedures for Issuance and Amendment of Letters of Credit; Auto-Renewal ------------------------------------------------------------------------ Letters of Credit. ------------------- (i) Each Letter of Credit were shall be issued by Issuing Lender at or amended, as the case may be, upon the request of the Borrowers relevant Borrower delivered to the L/C Issuer (with a copy to the Administrative Agent) in the form of a Letter of Credit Application, appropriately completed and signed by a Responsible Officer of such Borrower. Such Letter of Credit Application must be received by the L/C Issuer and the Administrative Agent not later than 11:00 a.m. at least three Business Days (or such later date and time as the L/C Issuer may agree in a particular instance in its sole discretion) prior to the proposed issuance date or date of amendment, as the case may be. In the case of a request for an initial issuance of a Letter of Credit, such Letter of Credit Application shall specify in form and detail satisfactory to the L/C Issuer: (A) the proposed issuance date of the requested Letter of Credit (which shall be a Business Day); (B) the amount thereof; (C) the expiry date thereof; (D) the name and address of the beneficiary thereof; (E) the documents to be presented by such beneficiary in case of any drawing thereunder; (F) the full text of any certificate to be presented by such beneficiary in case of any drawing thereunder; and (G) such other matters as the L/C Issuer may require. In the case of a request for an amendment of any outstanding Letter of Credit, such Letter of Credit Application shall specify in form and detail satisfactory to the L/C Issuer (A) the Letter of Credit to be amended; (B) the proposed date of amendment thereof (which shall be a Business Day); (C) the nature of the proposed amendment; and (D) such other matters as the L/C Issuer may require. (ii) Promptly after receipt of any Letter of Credit Application, the L/C Issuer will confirm with the Administrative Agent (by telephone or in writing) that the Administrative Agent has received a copy of such Letter of Credit Application from the applicable Borrower and, if not, the L/C Issuer will provide the Administrative Agent with a copy thereof. Upon receipt by the L/C Issuer of confirmation from the Administrative Agent that the requested issuance or amendment is permitted in accordance with the terms hereof, then, subject to the terms and conditions hereof, the L/C Issuer shall, on the Effective requested date, issue a Letter of Credit for the account of the applicable Borrower or enter into the applicable amendment, as the case may be, in each case in accordance with the L/C Issuer's usual and customary business practices. Immediately upon the issuance of each Letter of Credit, each Revolving Credit Lender shall be deemed to, and hereby irrevocably and unconditionally agrees to, purchase from the L/C Issuer a risk participation in such Letter of Credit in an amount equal to the product of such Lender's Pro Rata Share times the amount of such Letter of Credit. (iii) If a Borrower so requests in any applicable Letter of Credit Application, the L/C Issuer may, in its sole and absolute discretion, agree to issue a Letter of Credit that has automatic renewal provisions (each, an "Auto-Renewal Letter of Credit"); provided that any such Auto-Renewal Letter of -------- Credit must permit the L/C Issuer to prevent any such renewal at least once in each twelve-month period (commencing with the date of issuance of such Letter of Credit) by giving prior notice to the beneficiary thereof not later than a day (the "Nonrenewal Notice Date.") in each such twelve-month period to be agreed upon at the time such Letter of Credit is issued. Unless otherwise directed by the L/C Issuer, the applicable Borrower shall not be required to make a specific request to the L/C Issuer for any such renewal. Once an Auto-Renewal Letter of Credit has been issued, the Lenders shall be deemed to have authorized (but may not require) the L/C Issuer to permit the renewal of such Letter of Credit at any time to an expiry date not later than the Letter of Credit Expiration Date; provided, however, that the L/C Issuer shall not permit any such renewal if (A) -------- ------- the L/C Issuer has determined that it would have no obligation at such time to issue such Letter of Credit in its renewed form under the terms hereof (by reason of the provisions of Section 2.03(a)(ii) or otherwise), or (B) it has ------------------- received notice (which may be by telephone or in writing) on or before the day that is three Business Days before the Nonrenewal Notice Date (1) from the Administrative Agent that the Required Lenders have elected not to permit such renewal or (2) from the Administrative Agent, any Revolving Credit Lender or any Borrower that one or more of the applicable conditions specified in Section 4.02 ------------ is not then satisfied. (iv) Promptly after its delivery of any Letter of Credit or any amendment to a Letter of Credit to an advising bank with respect thereto or to the beneficiary thereof, the L/C Issuer will also deliver to the Company and the Administrative Agent a true and complete copy of such Letter of Credit or amendment. (c)

Letters of Credit. (a) The Letter of Credit Commitment. (i) Subject to and upon the terms and conditions set forth herein, (iA) Letters of Credit may be issued on each L/C Issuer agrees, in reliance upon the Effective Date in order to backstop or replace existing letters of credit issued under facilities no longer available to the Borrowers as agreements of the Effective Date and Revolving Credit Lenders set forth in this Section 2.03, (ii1) the Company (on behalf of the Borrowers) may request that an Issuing Lender issue, at any time and from time to time after on any Business Day during the Effective period from the Closing Date and prior to until the 30th day prior to the Final Maturity Letter of Credit Expiration Date, to issue Letters of Credit for the joint and several account of the Borrowers and for the benefit of (A) any holder (Borrower, Holdings or any trustee, agent of their respective Subsidiaries and to amend or other similar representative for any such holders) extend Letters of L/C Supportable Obligations, an irrevocable standby letter of creditCredit previously issued by it, in a form customarily used by such Issuing Lender or in such other form as is reasonably acceptable accordance with Section 2.03(b), and (2) to such Issuing Lender, honor drawings under the Letters of Credit; and (B) sellers the Revolving Credit Lenders severally agree to participate in Letters of goods Credit issued for the account of the Borrower and any drawings thereunder; provided that after giving effect to the Borrowers or any of their Subsidiaries, an irrevocable trade letter of credit, in a form customarily used by such Issuing Lender or in such other form as has been approved by such Issuing Lender (each such letter of credit, a “L/C Credit Extension with respect to any Letter of Credit” and, collectively(w) the Total Revolving Credit Outstandings shall not exceed the Revolving Credit Facility, (x) the “Letters of Credit”) (provided, that without limiting the joint and several nature aggregate Outstanding Amount of the Borrowers’ obligations Revolving Credit Loans of any Revolving Credit Lender, plus such Revolving Credit Lender’s Applicable Revolving Credit Percentage of the Outstanding Amount of all L/C Obligations, shall not exceed such Revolving Credit Lender’s Revolving Credit Commitment, (y) the Outstanding Amount of the L/C Obligations shall not exceed the Letter of Credit Sublimit, and (z) the Outstanding Amount of the L/C Obligations in respect of the Letters of Credit, Credit issued by any particular given L/C Issuer shall not exceed such L/C Issuer’s L/C Commitment. Each request by the Borrower for the issuance or amendment of a Letter of Credit may name only one or more Borrowers as shall be deemed to be a representation by the account party therein)Borrower that the L/C Credit Extension so requested complies with the conditions set forth in the proviso to the preceding sentence. All Within the foregoing limits, and subject to the terms and conditions hereof, the Borrower’s ability to obtain Letters of Credit shall be issued on a sight basis only. The Borrowersfully revolving, and accordingly the other Credit Parties and Borrower may, during the Lender hereby acknowledge and agree that all Existing foregoing period, obtain Letters of Credit shall constitute to replace Letters of Credit under this Agreement on that have expired or that have been drawn upon and after the Effective Date with the same effect as if such Existing Letters of Credit were issued by Issuing Lender at the request of the Borrowers on the Effective Datereimbursed.

Letters of Credit. (a) The Letter of Credit Commitment. (i) Subject to and upon the terms and conditions set forth herein, (iA) each L/C Issuer agrees, in reliance upon the agreements of the other Revolving Credit Lenders set forth in this Section 2.26, (1) from time to time on any Business Day during the period from and including the Closing Date until the Letter of Credit Expiration Date, to issue Letters of Credit at sight denominated in Dollars for the account of the Borrower (provided that any Letter of Credit may be issued on for the Effective Date in order to backstop or replace existing letters benefit of credit issued under facilities no longer available to the Borrowers as any Subsidiary of the Effective Date Borrower and (ii) the Company (on behalf of the Borrowers) may request that an Issuing Lender issue, at any time and from time to time after the Effective Date and prior to the 30th day prior to the Final Maturity Date, be issued for the joint and several account of the Borrowers Borrower and for a Restricted Subsidiary to the benefit extent otherwise permitted by this Agreement) and to amend or renew Letters of (A) any holder (or any trustee, agent or other similar representative for any such holders) of L/C Supportable Obligations, an irrevocable standby letter of creditCredit previously issued by it, in a form customarily used by such Issuing Lender or in such other form as is reasonably acceptable accordance with Section 2.26(b), and (2) to such Issuing Lender, honor drafts under the Letters of Credit and (B) sellers the Participating Revolving Credit Lenders severally agree to participate in Letters of goods Credit issued pursuant to the Borrowers or this Section 2.26; provided that no L/C Issuer shall be obligated to make any of their Subsidiaries, an irrevocable trade letter of credit, in a form customarily used by such Issuing Lender or in such other form as has been approved by such Issuing Lender (each such letter of credit, a “L/C Credit Extension with respect to any Letter of Credit” and, collectivelyand no Lender shall be obligated to participate in any Letter of Credit if as of the date of such L/C Credit Extension, (x) the Revolving Credit Exposure of any Revolving Credit Lender under its Participating Revolving Credit Commitments would exceed its Participating Revolving Credit Commitments (it being understood that with respect to a Swing Line Lender, its Swing Line Exposure for purposes of this clause (x) shall be deemed to be its Pro Rata Share (after giving effect when a Defaulting Lender shall exist to any reallocation effected in accordance with Section 2.25(c)) of the total Swing Line Exposure), (y) with respect to any Swing Line Lender that is a Participating Revolving Credit Lender, the “Letters aggregate of Credit”its Swing Line Exposure (in its capacity as a Swing Line Lender and a Revolving Credit Lender), plus the aggregate principal amount of its outstanding Revolving Credit Loans (in its capacity as a Revolving Credit Lender), plus its L/C Exposure would exceed its Revolving Credit Commitment or (z) (provided, that without limiting the joint and several nature Outstanding Amount of the Borrowers’ obligations L/C Obligations would exceed the Letter of Credit Sublimit provided further that no L/C Issuer shall be obligated to make any L/C Credit Extension with respect to any Letter of Credit if as of the date of such L/C Credit Extension, after such L/C Credit Extension, the Outstanding Amount of the L/C Obligations in respect of the Letters of Credit, any particular Credit issued by such L/C Issuer would exceed such L/C Issuer’s Letter of Credit may name only one or more Borrowers as Issuer Sublimit. Within the account party therein). All foregoing limits, and subject to the terms and conditions hereof, the Borrower’s ability to obtain Letters of Credit shall be issued on a sight basis only. The Borrowersfully revolving, and accordingly the other Credit Parties and Borrower may, during the Lender hereby acknowledge and agree that all Existing foregoing period, obtain Letters of Credit shall constitute to replace Letters of Credit under this Agreement on that have expired or that have been drawn upon and after the Effective Date with the same effect as if such Existing Letters of Credit were issued by Issuing Lender at the request of the Borrowers on the Effective Date.reimbursed. 76

Letters of Credit. (a) Subject to and upon the terms and conditions set forth hereinhereof, the Tranche A Revolving Credit Commitments may be utilized, upon the request of Borrower or PR Borrower, in addition to the Tranche A Revolving Credit Loans provided for by Section 2.01(a), for standby and commercial documentary letters of credit (herein collectively referred to as "Letters of Credit") issued by the Issuing Lender for the account of Borrower, PR Borrower or any Subsidiary which is an Obligor (provided, that Borrower or PR Borrower shall be a co-applicant (and jointly and severally liable) with respect to each Letter of Credit issued for the account of any such Subsidiary); provided, however, that in no event shall (i) the aggregate amount of all Letter of Credit Liabilities, plus the aggregate principal amount of the Tranche A Revolving Credit Loans then outstanding, plus the aggregate principal amount of Swing Loans then outstanding exceed at any time the Tranche A Revolving Credit Commitments as in effect at such time, (ii) the sum of the aggregate principal amount of Tranche A Revolving Credit Loans then outstanding made by any Tranche A Revolving Credit Lender, plus such Lender's pro rata share (based on the Tranche A Revolving Credit Commitments) of the aggregate principal amount of Swing Loans then outstanding, plus such Lender's pro rata share (based on the Tranche A Revolving Credit Commitments) of the aggregate amount of all Letter of Credit Liabilities exceed such Lender's Tranche A Revolving Credit Commitment as in effect at such time, (iii) the outstanding aggregate amount of all Letter of Credit Liabilities exceed $75.0 million, (iv) the expiration date of any Letter of Credit extend beyond the earlier of (x) the fifth Business Day preceding the Revolving Credit Commitment Termination Date and (y) the date twelve months following the date of such issuance for standby Letters of Credit or 180 days after the date of such issuance for commercial documentary Letters of Credit, unless the Majority Tranche A Revolving Credit Lenders have approved such expiry date in writing (but never beyond the fifth Business Day prior to the Revolving Credit Commitment Termination Date); provided, however, that any standby Letter of Credit may be issued on automatically extendible for periods of up to one year (but never beyond the Effective Date in order to backstop or replace existing letters fifth Business Day preceding the Revolving Credit Commitment Termination Date) so long as such Letter of credit issued under facilities no longer available Credit provides that the Issuing Lender retains an option satisfactory to the Borrowers as Issuing Lender to terminate such Letter of the Effective Date and Credit prior to each extension date, or (iiv) the Company (on behalf of the Borrowers) may request that an Issuing Lender issueissue any Letter of Credit after it has received notice from Parent, at any Borrower, PR Borrower or the Majority Tranche A Revolving Credit Lenders stating that a Default exists until such time and from time to time after as the Effective Date and prior to the 30th day prior to the Final Maturity Date, for the joint and several account of the Borrowers and for the benefit Issuing Lender shall have received written notice of (Ax) any holder rescission of such notice from the Majority Tranche A Revolving Credit Lenders, (y) waiver of such Default in accordance with the terms of this Agreement or any trustee, agent or other similar representative for any (z) Administrative Agent's good faith determination that such holders) of L/C Supportable Obligations, an irrevocable standby letter of credit, in a form customarily used by such Issuing Lender or in such other form as is reasonably acceptable Default has ceased to such Issuing Lender, and (B) sellers of goods exist. The following additional provisions shall apply to the Borrowers or any of their Subsidiaries, an irrevocable trade letter of credit, in a form customarily used by such Issuing Lender or in such other form as has been approved by such Issuing Lender (each such letter of credit, a “Letter of Credit” and, collectively, the “Letters of Credit”) (provided, that without limiting the joint and several nature of the Borrowers’ obligations in respect of the Letters of Credit, any particular Letter of Credit may name only one or more Borrowers as the account party therein). All Letters of Credit shall be issued on a sight basis only. The Borrowers, the other Credit Parties and the Lender hereby acknowledge and agree that all Existing Letters of Credit shall constitute Letters of Credit under this Agreement on and after the Effective Date with the same effect as if such Existing Letters of Credit were issued by Issuing Lender at the request of the Borrowers on the Effective Date.:

Letters of Credit. (aa)The Letter of Credit Commitment. (i) Subject to and upon the terms and conditions set forth herein, (iA) Letters of Credit may be issued on the Effective Date L/C Issuer agrees, in order to backstop or replace existing letters of credit issued under facilities no longer available to reliance upon the Borrowers as agreements of the Effective Date and Revolving Credit Lenders set forth in this Section 2.03, (ii1) the Company (on behalf of the Borrowers) may request that an Issuing Lender issue, at any time and from time to time after on any Business Day during the Effective period from the Closing Date and prior to until the 30th day prior to the Final Maturity Letter of Credit Expiration Date, to issue Letters of Credit denominated in Dollars or in one or more Alternative Currencies for the joint and several account of the Borrowers Company or its Subsidiaries, and for the benefit to amend or extend Letters of (A) any holder (or any trustee, agent or other similar representative for any such holders) of L/C Supportable Obligations, an irrevocable standby letter of creditCredit previously issued by it, in a form customarily used by such Issuing Lender or in such other form as is reasonably acceptable accordance with Section 2.03(b), and (2) to such Issuing Lender, honor drawings under the Letters of Credit; and (B) sellers the Revolving Credit Lenders severally agree to participate in Letters of goods Credit issued for the account of the Company or its Subsidiaries and any drawings thereunder; provided that after giving effect to the Borrowers or any of their Subsidiaries, an irrevocable trade letter of credit, in a form customarily used by such Issuing Lender or in such other form as has been approved by such Issuing Lender (each such letter of credit, a “L/C Credit Extension with respect to any Letter of Credit” and, collectively(x) the Total Revolving Credit Outstandings shall not exceed the Revolving Credit Facility, (y) the “Letters of Credit”) (provided, that without limiting the joint and several nature aggregate Outstanding Amount of the Borrowers’ obligations in respect Revolving Credit Loans of any Lender, plus such Revolving Credit Lender’s Applicable Revolving Credit Percentage of the Letters Outstanding Amount of Creditall L/C Obligations, any particular plus such Revolving Credit Lender’s Applicable Revolving Credit Percentage of the Outstanding Amount of all Swing Line Loans shall not exceed such Revolving Credit Lender’s Revolving Credit Commitment, and (z) the Outstanding Amount of the L/C Obligations shall not exceed the Letter of Credit may name only one Sublimit. Each request by the Company for the issuance or more Borrowers as amendment of a Letter of Credit shall be deemed to be a representation by the account party therein)Company that the L/C Credit Extension so requested complies with the conditions set forth in the proviso to the preceding sentence. All Within the foregoing limits, and subject to the terms and conditions hereof, the Company’s ability to obtain Letters of Credit shall be issued on a sight basis only. The Borrowersfully revolving, and accordingly the other Credit Parties and Company may, during the Lender hereby acknowledge and agree that all Existing foregoing period, obtain Letters of Credit shall constitute to replace Letters of Credit under this Agreement on that have expired or that have been drawn upon and after the Effective Date with the same effect as if such Existing Letters of Credit were issued by Issuing Lender at the request of the Borrowers on the Effective Datereimbursed.

Letters of Credit. (a) The Letter of Credit Commitment. (i) Subject to and upon the terms and conditions expressly set forth herein, (iA) each L/C Issuer agrees, in reliance upon the agreements of the other Revolving Credit Lenders set forth in this Section 2.03, (1) from time to time on any Business Day during the period from the Closing Date until the Letter of Credit Expiration Date, to issue Letters of Credit denominated in Dollars or an Approved Alternate Currency for the account of the Borrower (provided that, any Letter of Credit may be issued on the Effective Date in order to backstop or replace existing letters of credit issued under facilities no longer available to the Borrowers as of the Effective Date and (ii) the Company (on behalf of the Borrowers) may request that an Issuing Lender issue, at any time and from time to time after the Effective Date and prior to the 30th day prior to the Final Maturity Date, for the joint and several account of the Borrowers and for the benefit of (A) any holder (or any trusteeSubsidiary of the Borrower; provided, agent or other similar representative for further, to the extent any such holdersSubsidiary is not a Loan Party, such Letter of Credit shall be deemed an Investment in such Subsidiary and shall only be requested so long as it is permitted under Section 7.02) and to amend or renew Letters of L/C Supportable Obligations, an irrevocable standby letter of creditCredit previously issued by it, in a form customarily used accordance with Section 2.03(b), and (2) to honor drafts under the Letters of Credit issued by such Issuing Lender or in such other form as is reasonably acceptable to such Issuing Lender, it and (B) sellers the Revolving Credit Lenders severally agree to participate in Letters of goods Credit issued pursuant to the Borrowers or this Section 2.03; provided that no L/C Issuer shall be obligated to make any of their Subsidiaries, an irrevocable trade letter of credit, in a form customarily used by such Issuing Lender or in such other form as has been approved by such Issuing Lender (each such letter of credit, a “L/C Credit Extension with respect to any Letter of Credit” and, collectivelyand no Lender shall be obligated to participate in any Letter of Credit if as of the date of such L/C Credit Extension, (x) the “Revolving Credit Exposure of any Revolving Credit Lender would exceed such Lender’s Revolving Credit Commitment, or (y) the Outstanding Amount of the L/C Obligations would exceed the Letter of Credit Sublimit; provided, further, that notwithstanding anything herein to the contrary, DBNY shall have no obligation to issue trade or commercial Letters of Credit”) (provided. Within the foregoing limits, that without limiting and subject to the joint terms and several nature of conditions hereof, the Borrowers’ obligations in respect of the Letters of Credit, any particular Letter of Credit may name only one or more Borrowers as the account party therein). All Borrower’s ability to obtain Letters of Credit shall be issued on a sight basis onlyfully revolving, and accordingly the Borrower may, during the foregoing period, obtain Letters of Credit to replace Letters of Credit that have expired, terminated or that have been drawn upon and reimbursed. The Borrowers, the other Credit Parties and the Lender hereby acknowledge and agree that all All Existing Letters of Credit shall be deemed to be issued hereunder and shall constitute Letters of Credit under this Agreement on and after subject to the Effective Date with the same effect as if such Existing Letters of Credit were issued by Issuing Lender at the request of the Borrowers on the Effective Dateterms hereof.

Letters of Credit. (a) Subject to and upon Each Issuing Lender agrees, on the terms and conditions set forth hereinin this Agreement, (i) to issue Letters of Credit may be issued on the Effective Date denominated in order to backstop Dollars or replace existing letters of credit issued under facilities no longer available to the Borrowers as of the Effective Date and (ii) the Company (on behalf of the Borrowers) may request that an Issuing Lender issue, at any time and Available Foreign Currency from time to time after the Effective Date and prior to before the 30th day prior to the Final Maturity Date, Revolving Termination Date for the joint account, and several account upon the request, of the Borrowers Borrower and for the benefit in support of (Ai) any holder (or any trustee, agent or other similar representative for any such holders) trade obligations of L/C Supportable Obligations, an irrevocable standby letter of credit, in a form customarily used by such Issuing Lender or in such other form as is reasonably acceptable to such Issuing Lender, and (B) sellers of goods to the Borrowers or any of their Borrower and/or its Subsidiaries, an irrevocable trade letter of credit, in a form customarily used by such Issuing Lender or in such other form as has been approved by such Issuing Lender which shall be payable at sight (each such letter of credit, a “Trade Letter of Credit” and, collectively, the “Trade Letters of Credit”) and (provided, that without limiting the joint and several nature ii) such other obligations of the Borrowers’ obligations in respect Borrower that are acceptable to the Domestic Revolving Lenders (each such letter of credit, a “Standby Letter of Credit” and, collectively, the “Standby Letters of Credit”); provided that, any particular immediately after each Letter of Credit may name only one or more Borrowers as is issued, (i) the aggregate LC Obligations shall not exceed $25,000,000 (the “LC Committed Amount”), (ii) the aggregate Domestic Revolving Outstandings shall not exceed the Domestic Revolving Committed Amount; (iii) the Aggregate Revolving Outstandings shall not exceed the Aggregate Revolving Committed Amount, (iv) with respect to each individual Domestic Revolving Lender, the aggregate outstanding principal amount of the Domestic Revolving Lender’s Domestic Revolving Loans plus the aggregate Dollar Amount of its Participation Interests in outstanding LC Obligations shall not exceed such Domestic Revolving Lender’s Domestic Revolving Commitment Percentage of the Domestic Revolving Committed Amount; and (v) the Foreign Currency LC Exposure shall not exceed $10,000,000 (the “Foreign Currency LC Committed Amount”). Notwithstanding the foregoing, the account party therein). All Letters for each Additional Letter of Credit shall be issued on a sight basis only. The Borrowers, the other Credit Parties and the Lender hereby acknowledge and agree that all Existing Letters of Credit shall constitute Letters of Credit under this Agreement on and after the Effective Date with the same effect as if such Existing Letters of Credit were issued by Issuing Lender at the request of the Borrowers on the Effective DateBorrower.

Letters of Credit. (a) Subject Each Revolving Lender agrees to and upon the terms and conditions set forth herein, (i) cause Letters of Credit may to be issued on by the Effective Date in order to backstop or replace existing letters of credit issued under facilities no longer available to the Borrowers as of the Effective Date and (ii) the Company (on behalf of the Borrowers) may request that an Issuing Lender issue, at any time and from time to time after the Effective Date and prior to the 30th day prior to the Final Maturity Date, for the joint and several account of Borrower (provided any such Letter of Credit can be issued in the Borrowers and name or for the benefit of (A) any holder (or any trustee, agent Affiliate or other similar representative Person designated by Borrower) for any such holders) of L/C Supportable Obligations, the purposes for which Borrower can obtain an irrevocable standby letter of credit, in a form customarily used by such Issuing Lender or in such other form as is reasonably acceptable to such Issuing Lender, and (B) sellers of goods to Advance under the Borrowers or any of their Subsidiaries, an irrevocable trade letter of credit, in a form customarily used by such Issuing Lender or in such other form as has been approved by such Issuing Lender (each such letter of credit, a “Letter of Credit” and, collectively, the “Letters of Credit”) (Revolving Credit Facility; provided, that without limiting the joint and several nature of the Borrowers’ obligations in respect of the Letters of Credit, any particular (i) each such Letter of Credit may name only one or more Borrowers as the account party therein). All Letters of Credit shall be issued on a sight basis onlyBusiness Day, (ii) after the issuance of any such Letter of Credit, (A) the Letter of Credit Exposure must be less than or equal to the Revolving Commitment under the Long Term Revolving Facility (as the same may be adjusted as herein provided) less the sum of all outstanding Advances under the Long Term Revolving Facility (including, without limitation, Swingline Advances), and (B) the Letter of Credit Exposure shall not exceed fifteen percent (15%) of the Revolving Commitment, and (iii) each such Letter of Credit must have an expiration date no later than the Long Term Revolving Facility Termination Date. The Borrowers, To the other Credit Parties and extent that funds are ever drawn under any of the Lender hereby acknowledge and agree that all Existing Letters of Credit shall constitute Letters and not repaid by Borrower, each such draw will be paid by the Issuing Lender, and each of Credit the Revolving Lenders will make an Advance under this Agreement on and after the Effective Date with Long Term Revolving Facility in the same effect as if amount of such Existing Letters Lender's Revolving Loan Percentage of Credit were issued the amount so paid by the Issuing Lender at to reimburse the request of the Borrowers on the Effective DateIssuing Lender for such draw.

Letters of Credit. (a) Subject to and upon During the terms and conditions set forth hereinCommitment Period, (i) the L/C Issuer agrees (A) to issue Letters of Credit may be issued on denominated in Dollars or in one or more Alternative Currencies for the Effective Date in order to backstop or replace existing letters of credit issued under facilities no longer available to the Borrowers as account of the Effective Date Borrower or any of its Restricted Subsidiaries on any Business Day, (B) to amend or extend Letters of Credit previously issued hereunder, and (C) to honor drawings under Letters of Credit; and (ii) the Company Revolving Credit Lenders severally agree to purchase from the L/C Issuer a participation interest in the Letters of Credit issued hereunder in an amount equal to such Revolving Credit Lender’s Aggregate Commitment Percentage thereof; provided that (on behalf of x) the Borrowers) may request that an Issuing Lender issue, at any time and from time to time after the Effective Date and prior to the 30th day prior to the Final Maturity Date, for the joint and several account of the Borrowers and for the benefit of (A) any holder (or any trustee, agent or other similar representative for any such holders) Outstanding Amount of L/C Supportable ObligationsObligations shall not exceed $50,000,000 (as such amount may be decreased in accordance with the provisions hereof, an irrevocable standby letter the “L/C Sublimit”), (y) the Outstanding Amount of credit, in a form customarily used by such Issuing Lender or in such other form as is reasonably acceptable to such Issuing LenderRevolving Credit Obligations shall not exceed the Aggregate Revolving Credit Committed Amount, and (Bz) sellers with regard to each Revolving Credit Lender individually, such Revolving Credit Lender’s Aggregate Commitment Percentage of goods the Outstanding Amount of Revolving Credit Obligations shall not exceed its Revolving Credit Commitment. Subject to the Borrowers or any of their Subsidiaries, an irrevocable trade letter of credit, in a form customarily used by such Issuing Lender or in such other form as has been approved by such Issuing Lender (each such letter of credit, a “Letter of Credit” and, collectivelyterms and conditions hereof, the “Letters of Credit”) (provided, that without limiting the joint and several nature of the Borrowers’ obligations in respect of the Letters of Credit, any particular Letter of Credit may name only one or more Borrowers as the account party therein). All Borrower’s ability to obtain Letters of Credit shall be issued on a sight basis only. The Borrowersfully revolving, and accordingly the other Credit Parties and the Lender hereby acknowledge and agree that all Existing Borrower may obtain Letters of Credit shall constitute to replace Letters of Credit under this Agreement on that have expired or that have been drawn upon and after the Effective Date with the same effect as if such Existing Letters of Credit were issued by Issuing Lender at the request of the Borrowers on the Effective Datereimbursed.

Letters of Credit. (a) The Letter of Credit Commitments. (i) Subject to and upon the terms and conditions set forth herein, (i1) each L/C Issuer agrees, in reliance upon the agreements of the Revolving Credit Lenders set forth in this Section 2.03, (x) from time to time on any Business Day during the Availability Period for the Revolving Credit Facility, to issue Letters of Credit denominated in Dollars for the account of the Borrower (provided that any Letter of Credit may be issued on the Effective Date in order to backstop or replace existing letters of credit issued under facilities no longer available to the Borrowers as of the Effective Date and (ii) the Company (on behalf of the Borrowers) may request that an Issuing Lender issue, at any time and from time to time after the Effective Date and prior to the 30th day prior to the Final Maturity Date, for the joint and several account of the Borrowers and for the benefit of any Subsidiary of the Borrower) and to amend or extend Letters of Credit previously issued by it, in accordance with Section 2.03(b), and (Ay) any holder to honor drafts under the Letters of Credit and (or any trustee, agent or other similar representative for any such holders2) the Revolving Credit Lenders severally agree to participate in Letters of Credit issued pursuant to this Section 2.03; provided that no L/C Supportable Obligations, an irrevocable standby letter of credit, in a form customarily used by such Issuing Lender or in such other form as is reasonably acceptable Issuer shall be obligated to such Issuing Lender, and (B) sellers of goods make any L/C Credit Extension with respect to the Borrowers or any of their Subsidiaries, an irrevocable trade letter of credit, in a form customarily used by such Issuing Lender or in such other form as has been approved by such Issuing Lender (each such letter of credit, a “Letter of Credit” , and, collectively, except in the “Letters of Credit”) (provided, that without limiting the joint and several nature case of the Borrowers’ obligations following clause (w), no Lender shall be obligated to participate in any Letter of Credit if immediately after giving effect to such L/C Credit Extension, (w) the aggregate L/C Exposure in respect of the Letters of CreditCredit issued by such L/C Issuer would exceed such L/C Issuer’s L/C Issuer Sublimit, any particular (x) the aggregate L/C Exposure would exceed the Letter of Credit may name only one Sublimit or more Borrowers as (y) the account party therein)Revolving Credit Exposure of any Lender would exceed such Lender’s Revolving Credit Commitment. All Within the foregoing limits, and subject to the terms and conditions hereof, the Borrower’s ability to obtain Letters of Credit shall be issued on a sight basis only. The Borrowersfully revolving, and accordingly the other Credit Parties and Borrower may, during the Lender hereby acknowledge and agree that all Existing foregoing period, obtain Letters of Credit shall constitute to replace Letters of Credit under this Agreement on that have expired or that have been drawn upon and after the Effective Date with the same effect as if such Existing Letters of Credit were issued by Issuing Lender at the request of the Borrowers on the Effective Date.reimbursed. -102- #96501157v12

Letters of Credit. (a) The Letter of Credit Commitment. (i) Subject to and upon the terms and conditions set forth herein, (iA) Letters of Credit may be issued on each L/C Issuer agrees, in reliance upon the Effective Date in order to backstop or replace existing letters of credit issued under facilities no longer available to the Borrowers as agreements of the Effective Date and Revolving Credit Lenders set forth in this Section 2.04, (ii1) the Company (on behalf of the Borrowers) may request that an Issuing Lender issue, at any time and from time to time after on any Business Day during the Effective period from the Closing Date and prior to until the 30th day prior to the Final Maturity Letter of Credit Expiration Date, to issue Letters of Credit denominated in Dollars or in one or more Alternative Currencies applicable to such L/C Issuer (provided that in no event shall there be, at any time, more than four (4) L/C Issuers that issue Letters of Credit in Alternative Currencies) for the joint and several account of the Borrowers Company or its Subsidiaries, and for the benefit to amend or extend Letters of (A) any holder (or any trustee, agent or other similar representative for any such holders) of L/C Supportable Obligations, an irrevocable standby letter of creditCredit previously issued by it, in a form customarily used by such Issuing Lender or in such other form as is reasonably acceptable accordance with subsection (b) below, and (2) to such Issuing Lender, honor drawings under the Letters of Credit; and (B) sellers the Revolving Credit Lenders severally agree to participate in Letters of goods Credit issued for the account of the Company or its Subsidiaries and any drawings thereunder; provided that after giving effect to the Borrowers or any of their Subsidiaries, an irrevocable trade letter of credit, in a form customarily used by such Issuing Lender or in such other form as has been approved by such Issuing Lender (each such letter of credit, a “L/C Credit Extension with respect to any Letter of Credit” and, collectively, (v) the “aggregate amount of the outstanding Letters of Credit”Credit issued by the applicable L/C Issuer shall not exceed its L/C Commitment, (w) (provided, that without limiting the joint and several nature of aggregate L/C Obligations shall not exceed the Borrowers’ obligations in respect of the Letters of Credit, any particular Letter of Credit may name only one Sublimit, (x) the Revolving Credit Exposure of any Revolving Credit Lender shall not exceed its Revolving Credit Commitment, (y) the aggregate Revolving Credit Exposure with respect to Credit Extensions denominated in Alternative Currencies shall not exceed the Alternative Currency Sublimit and (z) the total Revolving Credit Exposures shall not exceed the total Revolving Credit Commitments. Each request by the Company for the issuance or more Borrowers as the account party therein). All Letters amendment of a Letter of Credit shall be issued on a sight basis only. The Borrowers, the other Credit Parties and the Lender hereby acknowledge and agree that all Existing Letters of Credit shall constitute Letters of Credit under this Agreement on and after the Effective Date with the same effect as if such Existing Letters of Credit were issued by Issuing Lender at the request of the Borrowers on the Effective Date.deemed to be a